Common use of Governing Law; Venue; Jury Trial Waiver Clause in Contracts

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to be construed in accordance with and governed by the laws of the State of New York. (b) Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to Note will be construed in accordance with and governed by and construed under the laws of the State of New York. (b) Each party hereby Illinois as those laws apply to contracts entered into and wholly to be performed within that state. Borrowers irrevocably submits submit to the non-exclusive jurisdiction of the state courts of the State of Illinois located in Cook County and federal courts sitting in The City of New York, Borough of Manhattan, the United States District Court for the adjudication Northern District of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in Illinois for the purpose of any suit, action action, proceeding or proceeding, judgment relating to or arising out of this Note and the transactions contemplated hereby. Service of process in connection with any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought may be served on each party hereto anywhere in an inconvenient forum or that the venue world by the same methods as are specified for the giving of notices under this Note. Borrowers irrevocably consent to the non-exclusive jurisdiction of any such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served court in any such suit, action or proceeding by mailing a copy thereof and to the laying of venue in the referenced Illinois courts. Borrowers irrevocably waive any objection to the laying of venue of any such party at the address for suit, action or proceeding brought in such notices to it under this Agreement courts and agrees irrevocably waive any claim that any such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit suit, action or proceeding brought in any way any right to serve process such court has been brought in any manner permitted by lawan inconvenient forum. EACH PARTY HEREBY IRREVOCABLY BORROWER WAIVES ANY RIGHT IT MAY HAVE, TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS NOTE AND AGREES NOT REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYWAIVER.

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to be construed in accordance with and governed by the laws of the State of New YorkCalifornia. The Company hereby agrees that any legal action or proceeding against it with respect to this Agreement or any of the other Transaction Documents may be brought in the courts of the State of California or of the United States of America located in Los Angeles County, California, as the Investor may elect, and, by execution and delivery hereof, the Company accepts and consents for itself and in respect of its property, generally and unconditionally, to the jurisdiction of the aforesaid courts and agrees that such jurisdiction shall be exclusive, unless waived by the Investor, as applicable, in writing, with respect to any action or proceeding brought by the Company against the Investor. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Nothing herein shall affect the right of the Investor to bring proceedings against the Company in the courts of any other jurisdiction. (b) Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New YorkTHE INVESTOR AND THE COMPANY HEREBY KNOWINGLY, Borough of ManhattanVOLUNTARILY, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY AND INTENTIONALLY WAIVES ANY RIGHT RIGHTS IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER ACTION, CLAIM, SUIT, PROCEEDING OR OTHER LITIGATION (EACH A “CLAIM”) BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH OR ARISING OUT OF WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION CONTEMPLATED HEREBYDOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE INVESTOR ENTERING INTO THIS AGREEMENT. (c) If the waiver of jury trial set forth in Section 5.3(b) is deemed ineffective or unenforceable, the parties agree that all Claims shall be resolved by reference to a private judge sitting without a jury, pursuant to California Code of Civil Procedure Section 638, before a mutually acceptable referee or, if the parties cannot agree, a referee selected by the Presiding Judge of Los Angeles County, California. Such proceeding shall be conducted in Los Angeles County, California, with California rules of evidence and discovery applicable to such proceeding. In the event Claims are to be resolved by judicial reference, any party may seek from a court identified in this paragraph any prejudgment order, writ or other relief and have such prejudgment order, writ or other relief enforced to the fullest extent permitted by law notwithstanding that all Claims are otherwise subject to resolution by judicial reference.

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to be construed in accordance with and governed by the laws of the State of New York. (b) Each party . The Company hereby irrevocably submits agrees that any legal action or proceeding against it with respect to this Agreement or any of the exclusive other Transaction Documents may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York as any Investor may elect, and, by execution and delivery hereof, the Company accepts and consents for itself and in respect of its property, generally and unconditionally, the jurisdiction of the state aforesaid courts and federal courts sitting agrees that such jurisdiction shall be exclusive, unless waived by the Requisite Holders in writing, with respect to any action or proceeding brought by the Company against the Investors. The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that proceeding brought in such suit, action or proceeding is a court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofforum. Nothing contained herein shall be deemed affect the right of any Investor to limit bring proceedings against the Company in the courts of any way any right to serve process in any manner permitted by lawother jurisdiction. EACH PARTY OF THE INVESTORS AND THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEKNOWINGLY, VOLUNTARILY, AND AGREES NOT INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH OR ARISING OUT OF WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION CONTEMPLATED HEREBYDOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE INVESTORS ENTERING INTO THIS AGREEMENT.

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is Agreement, and all matters directly or indirectly relating to or arising out of this Agreement, will be governed by and construed in accordance with and governed by the internal laws of the State of New York. (b) Each party hereby Delaware, without regard to conflicts of laws principles that would require the application of any other law. The Parties irrevocably submits submit, in any proceeding directly or indirectly relating to or arising out of this Agreement, to the exclusive jurisdiction of the state and courts of the State of Delaware or any federal courts sitting court of the District of Delaware (in The City each case located in New Castle County), consent that any such proceeding may only be brought in such courts, waive any objection that they may now or hereafter have to the venue of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert such proceeding in any suit, action such court or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is was brought in an inconvenient forum and agree to be bound by any judgment rendered thereby in connection with this Agreement. This provision may be filed with any court as written evidence of the knowing and voluntary irrevocable agreement between the parties to waive any objections to jurisdiction, to venue or that the venue to convenience of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEPROCEEDING (WHETHER BASED IN CONTRACT, AND AGREES NOT TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY RELATING TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAGREEMENT.

Governing Law; Venue; Jury Trial Waiver. (a) This All questions concerning the construction, validity, enforcement and interpretation of this Agreement is to shall be construed in accordance with and governed by the internal laws of the State of New York. , without giving effect to any choice of law or conflict of law provision or rule (bwhether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to be construed in accordance with and governed by the laws THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each of the State of New York. (b) Each party hereby irrevocably submits Credit Parties, Lenders and the Collateral Agent submit to the exclusive jurisdiction of the state and federal courts of the State of New York sitting in The City New York County, and of the United States District Court of the Southern District of New York, Borough of Manhattan, for the adjudication of and any dispute hereunder or in connection herewith or with appellate court from any transaction contemplated hereby or discussed herein, and hereby irrevocably waivesthereof, and agrees not that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to assert the fullest extent permitted by Requirements of Law, in such Federal court; provided, however, that nothing in this Amendment shall be deemed to operate to preclude the Collateral Agent or any Lender from bringing suit or taking other legal action in any suitother jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of the Collateral Agent or any Lender. Each party hereto expressly submits and consents in advance to such jurisdiction in any action or proceeding, any claim that it is not personally subject to the jurisdiction of suit commenced in any such court, and each party hereto hereby waives any objection that such suitit may have based upon lack of personal jurisdiction, action improper venue, or proceeding is brought in an inconvenient forum or that non conveniens and hereby consents to the venue granting of such suit, action legal or proceeding equitable relief as is improperdeemed appropriate by such court. Each party hereto hereby irrevocably waives personal service of the summons, complaints, and other process and consents to process being served issued in any such suit, action or proceeding suit and agrees that service of such summons, complaints, and other process may be made by mailing a copy thereof registered or certified mail addressed to such party at the address for such notices to it under this set forth in (or otherwise provided in accordance with the terms of) Section 9 of the Loan Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein so made shall be deemed completed upon the earlier to limit occur of such party’s actual receipt thereof or three (3) Business Days after deposit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEthe U.S. mails, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYproper postage prepaid.

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to be construed in accordance with and governed by the laws of the State of New York. (b) Each party . The Company hereby irrevocably submits agrees that any legal action or proceeding against it with respect to this Agreement or any of the exclusive other Transaction Documents may be brought in the courts of the State of California or of the United States of America for the Southern District of California as Investor may elect, and, by execution and delivery hereof, the Company accepts and consents for itself and in respect of its property, generally and unconditionally, the jurisdiction of the state aforesaid courts and federal courts sitting agrees that such jurisdiction shall be exclusive, unless waived by Investor in writing, with respect to any action or proceeding brought by the Company against the Investor. The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that proceeding brought in such suit, action or proceeding is a court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofforum. Nothing contained herein shall be deemed affect the right of Investor to limit bring proceedings against the Company in the courts of any way any right to serve process in any manner permitted by lawother jurisdiction. EACH PARTY INVESTOR AND THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEKNOWINGLY, VOLUNTARILY, AND AGREES NOT INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH OR ARISING OUT OF WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION CONTEMPLATED HEREBYDOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR INVESTOR ENTERING INTO THIS AGREEMENT.

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to Note will be construed in accordance with and governed by and construed under the laws of the State of New York. York as those laws apply to contracts entered into and wholly to be performed within that state. Hightimes irrevocably and unconditionally hereby (bi) Each party hereby irrevocably submits to the exclusive jurisdiction of the state courts of New York and federal United States District Court for the Southern District of New York located in the Borough of Manhattan in the City of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Note and the transactions contemplated hereby, (ii) agrees not to commence any suit, action or other proceeding arising out of or based upon this Note except in the state courts sitting of New York and United States District Court for the Southern District of New York located in The the Borough of Manhattan in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably (iii) waives, and agrees not to assert assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum or forum, that the venue of such the suit, action or proceeding is improperimproper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each party hereby irrevocably waives personal service Service of process and consents to process being served in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by mailing a copy thereof to such party at the address same methods as are specified for such the giving of notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawNote. EACH PARTY HEREBY IRREVOCABLY OF HIGHTIMES AND THE HOLDER WAIVES ANY RIGHT IT MAY HAVE, TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS NOTE AND AGREES NOT REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYWAIVER.

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to be construed in accordance with and governed by the laws of the State of New YorkColorado. The Company hereby agrees that any legal action or proceeding against it with respect to this Agreement may be brought in the courts of the State of Colorado or of the United States of America located in the Denver County, Colorado, as the Holders may elect, and, by execution and delivery hereof, the Company accepts and consents for itself and in respect of its property, generally and unconditionally, to the jurisdiction of the aforesaid courts and agrees that such jurisdiction shall be exclusive, unless waived by the Holder, as applicable, in writing, with respect to any action or proceeding brought by the Company against the Holders. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Nothing herein shall affect the right of the Holder to bring proceedings against the Company in the courts of any other jurisdiction. (b) Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New YorkEACH OF THE HOLDERS AND THE COMPANY HEREBY KNOWINGLY, Borough of ManhattanVOLUNTARILY, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY AND INTENTIONALLY WAIVES ANY RIGHT RIGHTS IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER ACTION, CLAIM, SUIT, PROCEEDING OR OTHER LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH OR ARISING OUT OF WITH, THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDERS ENTERING INTO THIS AGREEMENT.

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to be construed in accordance with and governed by the laws THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. Each of the State of New York. (b) Each party hereby irrevocably submits Credit Parties, Lenders and the Collateral Agent submit to the exclusive jurisdiction of the state and federal courts of the State of New York sitting in The City New York County, and of the United States District Court of the Southern District of New York, Borough of Manhattan, for the adjudication of and any dispute hereunder or in connection herewith or with appellate court from any transaction contemplated hereby or discussed herein, and hereby irrevocably waivesthereof, and agrees not that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to assert the fullest extent permitted by Requirements of Law, in such Federal court; provided, however, that nothing in this Amendment shall be deemed to operate to preclude the Collateral Agent or any Lender from bringing suit or taking other legal action in any suitother jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of the Collateral Agent or any Lender. Each Credit Party expressly submits and consents in advance to such jurisdiction in any action or proceeding, any claim that it is not personally subject to the jurisdiction of suit commenced in any such court, and each Credit Party hereby waives any objection that such suitit may have based upon lack of personal jurisdiction, action improper venue, or proceeding is brought in an inconvenient forum or that non conveniens and hereby consents to the venue granting of such suit, action legal or proceeding equitable relief as is improperdeemed appropriate by such court. Each party Credit Party hereby irrevocably waives personal service of the summons, complaints, and other process and consents to process being served issued in any such suit, action or proceeding suit and agrees that service of such summons, complaints, and other process may be made by mailing a copy thereof registered or certified mail addressed to such party Credit Party at the address for such notices to it under this set forth in (or otherwise provided in accordance with the terms of) Section 9 of the Loan Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein so made shall be deemed completed upon the earlier to limit occur of such Credit Party’s actual receipt thereof or three (3) Business Days after deposit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEthe U.S. mails, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYproper postage prepaid.

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to be construed in accordance with THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. Each of Borrower and governed by the laws of the State of New York. (b) Each party hereby irrevocably each other Credit Party submits to the exclusive jurisdiction of the state and federal courts of the State of New York sitting in The City New York County, and of the United States District Court of the Southern District of New York, Borough of Manhattan, for the adjudication of and any dispute hereunder or in connection herewith or with appellate court from any transaction contemplated hereby or discussed herein, and hereby irrevocably waivesthereof, and agrees not that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to assert the fullest extent permitted by Requirements of Law, in such Federal court; provided, however, that nothing in this Amendment and Waiver shall be deemed to operate to preclude the Collateral Agent or any Lender from bringing suit or taking other legal action in any suitother jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of the Collateral Agent or any Lender. Each of Borrower and each other Credit Party expressly submits and consents in advance to such jurisdiction in any action or proceeding, any claim that it is not personally subject to the jurisdiction of suit commenced in any such court, and each of Borrower and each other Credit Party hereby waives any objection that such suitit may have based upon lack of personal jurisdiction, action improper venue, or proceeding is brought in an inconvenient forum or that non conveniens and hereby consents to the venue granting of such suit, action legal or proceeding equitable relief as is improperdeemed appropriate by such court. Each party of Borrower and each other Credit Party hereby irrevocably waives personal service of the summons, complaints, and other process and consents to process being served issued in any such suit, action or proceeding suit and agrees that service of such summons, complaints, and other process may be made by mailing a copy thereof registered or certified mail addressed to such party at the address for such notices to it under set forth in (or otherwise provided in accordance with the terms of) Section 9 of the Loan Agreement as amended by this Agreement Amendment and agrees Waiver and that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein so made shall be deemed completed upon the earlier to limit occur of such party’s actual receipt thereof or three (3) days after deposit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEthe U.S. mails, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYproper postage prepaid.

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to be construed in accordance with and governed by the laws of the State of New York. (b) Each party . The Company hereby irrevocably submits agrees that any legal action or proceeding against it with respect to the exclusive jurisdiction this Agreement or any of the other Transaction Documents may be brought in the state and federal courts sitting in The City of the State of New York, Borough New York County, or of Manhattanthe federal courts of the United States of America located in the Southern District of the State of New York as any Investor may elect, and, by execution and delivery hereof, the Company accepts and consents for itself and in respect of its property, generally and unconditionally, the adjudication jurisdiction of the aforesaid courts and agrees that such jurisdiction shall be exclusive, unless waived by the Investor in writing, with respect to any dispute hereunder action or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby proceeding brought by the Company against the Investor. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that proceeding brought in such suit, action or proceeding is a court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofforum. Nothing contained herein shall be deemed affect the right of any Investor to limit bring proceedings against the Company in the courts of any way any right to serve process in any manner permitted by lawother jurisdiction. EACH PARTY THE INVESTOR AND THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEKNOWINGLY, VOLUNTARILY, AND AGREES NOT INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH OR ARISING OUT OF WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION CONTEMPLATED HEREBYDOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE INVESTOR ENTERING INTO THIS AGREEMENT.

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to be construed in accordance with and governed by the laws THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. Each of the State of New York. (b) Each party hereby irrevocably submits Credit Parties, Lenders and the Collateral Agent submit to the exclusive jurisdiction of the state and federal courts of the State of New York sitting in The City New York County, and of the United States District Court of the Southern District of New York, Borough of Manhattan, for the adjudication of and any dispute hereunder or in connection herewith or with appellate court from any transaction contemplated hereby or discussed herein, and hereby irrevocably waivesthereof, and agrees not that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to assert the fullest extent permitted by Requirements of Law, in such Federal court; provided, however, that nothing in this Amendment shall be deemed to operate to preclude the Collateral Agent or any Lender from bringing suit or taking other legal action in any suitother jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of the Collateral Agent or any Lender. Each Credit Party expressly submits and consents in advance to such jurisdiction in any action or proceeding, any claim that it is not personally subject to the jurisdiction of suit commenced in any such court, and each Credit Party hereby waives any objection that such suitit may have based upon lack of personal jurisdiction, action improper venue, or proceeding is brought in an inconvenient forum or that non conveniens and hereby consents to the venue granting of such suit, action legal or proceeding equitable relief as is improperdeemed appropriate by such court. Each party Credit Party hereby irrevocably waives personal service of the summons, complaints, and other process and consents to process being served issued in any such suit, action or proceeding suit and agrees that service of such summons, complaints, and other process may be made by mailing a copy thereof registered or certified mail addressed to such party Credit Party at the address for such notices to it under this set forth in (or otherwise provided in accordance with the terms of) Section 9 of the Loan Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein so made shall be deemed completed upon the earlier to limit occur of such Credit Party’s actual receipt thereof or three (3) Business Days after deposit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEthe U.S. mails, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.proper postage

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to be construed in accordance with and governed by the laws of the State of New YorkColorado. The Company hereby agrees that any legal action or proceeding against it with respect to this Agreement or any of the other Transaction Documents may be brought in the courts of the State of Colorado or of the United States of America located in the Denver County, Colorado, as the Investor may elect, and, by execution and delivery hereof, the Company accepts and consents for itself and in respect of its property, generally and unconditionally, to the jurisdiction of the aforesaid courts and agrees that such jurisdiction shall be exclusive, unless waived by the Investor, as applicable, in writing, with respect to any action or proceeding brought by the Company against the Investor. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Nothing herein shall affect the right of the Investor to bring proceedings against the Company in the courts of any other jurisdiction. (b) Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New YorkTHE INVESTOR AND THE COMPANY HEREBY KNOWINGLY, Borough of ManhattanVOLUNTARILY, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY AND INTENTIONALLY WAIVES ANY RIGHT RIGHTS IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER ACTION, CLAIM, SUIT, PROCEEDING OR OTHER LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH OR ARISING OUT OF WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION CONTEMPLATED HEREBYDOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE INVESTOR ENTERING INTO THIS AGREEMENT.

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to shall be construed in accordance with and governed by and construed pursuant to the laws substantive laws, but not the principles of conflicts of laws, of the State of New York as if this Agreement were negotiated, executed and to be fully performed in the State of New York. . Subject at all times to the provisions of Section 6.4, any action or proceeding arising out of or relating to this Agreement or any transaction contemplated hereby may be brought in the federal courts located in the Borough of Manhattan, New York City, New York State (b) Each party hereby or the state courts located therein, if such federal courts do not have jurisdiction over such action or proceeding), and each of the Parties irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the state action or proceeding shall be heard and federal courts sitting determined only in The City any such court and agrees not to bring any action or proceeding arising out of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith relating to this Agreement or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such other court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAGREEMENT.

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to Agreement, the other documents delivered pursuant hereto, and the legal relations between the Parties shall be governed and construed in accordance with and governed by the laws of the State of New York. Delaware (b) Each party hereby irrevocably submits excluding any choice of law provision which would refer to the exclusive jurisdiction laws of another state). The validity of the state various assignments or conveyances affecting the title to the Assets (and federal courts sitting the warranties of title thereunder) shall be governed by and construed in accordance with the laws of the State of Kansas. The City of New York, Borough of Manhattan, for Parties agree that in the adjudication of any dispute hereunder or event litigation arises in connection herewith with this Agreement, proper venue for such proceeding shall be in the Federal or State courts with any transaction contemplated hereby or discussed hereinjurisdiction in Jxxxxxx County, Overland Park, State of Kansas and hereby irrevocably waives, the Parties waive and agrees agree not to assert in any suit, action or proceeding, any claim that it is the above-named courts do not personally subject to have personal jurisdiction over the jurisdiction of any such court, Parties or that such suit, action or the proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY OF THE PARTIES TO THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR IN CONNECTION WITH OR COUNTER-CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYDOCUMENT DELIVERED IN CONNECTION HEREWITH. EACH PARTY ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL AND THAT IT HAS KNOWINGLY AND VOLUNTARILY AGREED TO THIS WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to be construed in accordance with and governed by the laws of the State of New YorkColorado. The Company hereby agrees that any legal action or proceeding against it with respect to this Agreement or any of the other Transaction Documents may be brought in the courts of the State of Colorado or of the United States of America located in the Denver County, Colorado, as the Investors may elect, and, by execution and delivery hereof, the Company accepts and consents for itself and in respect of its property, generally and unconditionally, to the jurisdiction of the aforesaid courts and agrees that such jurisdiction shall be exclusive, unless waived by the Investor, as applicable, in writing, with respect to any action or proceeding brought by the Company against the Investors. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Nothing herein shall affect the right of the Investor to bring proceedings against the Company in the courts of any other jurisdiction. (b) Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New YorkEACH OF THE INVESTORS AND THE COMPANY HEREBY KNOWINGLY, Borough of ManhattanVOLUNTARILY, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY AND INTENTIONALLY WAIVES ANY RIGHT RIGHTS IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER ACTION, CLAIM, SUIT, PROCEEDING OR OTHER LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH OR ARISING OUT OF WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION CONTEMPLATED HEREBYDOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE INVESTOR ENTERING INTO THIS AGREEMENT.

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to be construed in accordance with and governed by the laws of the State of New YorkDelaware. The Company hereby agrees that any legal action or proceeding against it with respect to this Agreement may be brought in the courts of the State of California or of the United States of America located in or for Orange County, California, as the Holders may elect, and, by execution and delivery hereof, the Company accepts and consents for itself and in respect of its property, generally and unconditionally, to the jurisdiction of the aforesaid courts and agrees that such jurisdiction will be exclusive, unless waived by the Holder, as applicable, in writing, with respect to any action or proceeding brought by the Company against the Holders. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Nothing herein will affect the right of the Holder to bring proceedings against the Company in the courts of any other jurisdiction. (b) Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New YorkEACH OF THE HOLDERS AND THE COMPANY HEREBY KNOWINGLY, Borough of ManhattanVOLUNTARILY, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY AND INTENTIONALLY WAIVES ANY RIGHT RIGHTS IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER ACTION, CLAIM, SUIT, PROCEEDING OR OTHER LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH OR ARISING OUT OF WITH, THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDERS ENTERING INTO THIS AGREEMENT.

Governing Law; Venue; Jury Trial Waiver. (a) This Agreement is to be construed in accordance with and governed by the laws of the State of New York. (b) Each party . The Company hereby irrevocably submits agrees that any legal action or proceeding against it with respect to the exclusive jurisdiction this Agreement or any of the other Transaction Documents may be brought in the state and federal courts sitting in The City of the State of New York, Borough New York County, or of Manhattanthe federal courts of the United States of America located in the Southern District of the State of New York as any Investor may elect, and, by execution and delivery hereof, the Company accepts and consents for itself and in respect of its property, generally and unconditionally, the adjudication jurisdiction of the aforesaid courts and agrees that such jurisdiction shall be exclusive, unless waived by the Required Investors in writing, with respect to any dispute hereunder action or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby proceeding brought by the Company against the Investors. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that proceeding brought in such suit, action or proceeding is a court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofforum. Nothing contained herein shall be deemed affect the right of any Investor to limit bring proceedings against the Company in the courts of any way any right to serve process in any manner permitted by lawother jurisdiction. EACH PARTY OF THE INVESTORS AND THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEKNOWINGLY, VOLUNTARILY, AND AGREES NOT INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH OR ARISING OUT OF WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION CONTEMPLATED HEREBYDOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE INVESTORS ENTERING INTO THIS AGREEMENT.