Common use of GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION Clause in Contracts

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute thereto). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute thereto). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New YorkXxx Xxxx xx Xxx Xxxx, New YorkXxx Xxxx, United States Xxxxxx Xxxxxx of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE COMPANY, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE SECURITIES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture and or the Securities shall transactions contemplated hereby may be governed by and construed instituted in accordance with the laws federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute theretocollectively, the “Specified Courts”). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby party irrevocably waives, submits to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the non exclusive jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding that may be brought in any such courts whether on court. The Company, the grounds Trustee and the Holders (by their acceptance of venuethe Securities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, residence action or domicile other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or on the ground that claim any such suit, action or other proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute thereto). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New YorkTxx Xxxx xx Xxx Xxxx, New YorkXxx Xxxx, United States Xxxxxx Xxxxxx of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute thereto). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding. The Company hereby designates and appoints as its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities which may be instituted in any federal or state court in the Borough of Manhattan, the City of New York, and agrees that service of process upon such agent, and written notice of said service to the Company by the Person serving the same, shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and further designates its domicile, the domicile of New York, New York specified above and any domicile it may have in the future as its domicile to receive any notice hereunder (including service of process). Service of process, to be effective upon the Trustee, must be served at the Trustee’s Corporate Trust Office. If for any reason (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee. The Company agrees to take any and all actions necessary to maintain such designation and appointment of such agent in full force and effect.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW). THE COMPANY, THE GUARANTORS, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE SECURITIES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture and or the Securities shall transactions contemplated hereby may be governed by and construed instituted in accordance with the laws federal courts of the United States of America located in the Borough of Manhattan, the City of New York or the courts of the State of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute thereto). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, case located in the Borough of Manhattan, The the City of New YorkYork (collectively, New York, United States of Americathe “Specified Courts”), and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or each party irrevocably submits to the Securities, and waives any immunity from the non-exclusive jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding that may be brought in any such courts whether on court. The Company, the grounds Guarantors, the Trustee and the Holders (by their acceptance of venuethe Securities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, residence action or domicile other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or on the ground that claim any such suit, action or other proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE COMPANY, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE SECURITIES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture and or the Securities shall transactions contemplated hereby may be governed by and construed instituted in accordance with the laws federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute theretocollectively, the “Specified Courts”). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby party irrevocably waives, submits to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the non-exclusive jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding that may be brought in any such courts whether on court. The Company, the grounds Trustee and the Holders (by their acceptance of venuethe Securities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, residence action or domicile other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or on the ground that claim any such suit, action or other proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE COMPANY, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE SECURITIES) EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture and or the Securities shall transactions contemplated hereby may be governed by and construed instituted in accordance with the laws Federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute theretocollectively, the “Specified Courts”). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby party irrevocably waives, submits to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the non-exclusive jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding that may be brought in any such courts whether on court. The Company, the grounds Trustee and the Holders (by their acceptance of venuethe Securities) each hereby irrevocably and unconditionally waives any objection to the laying of venue of any suit, residence action or domicile other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or on the ground that claim any such suit, action or other proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This Indenture and THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO INTERNAL CONFLICTS OF LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. THE PARTIES HERETO EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OR RIGHT TO DEMAND TRIAL BY JURY IN ANY ACTION BROUGHT TO ENFORCE THIS AGREEMENT, OR ANY PROVISION HEREOF, OR FOR DAMAGES DUE AS A RESULT OF AN ALLEGED BREACH OF THIS AGREEMENT. Each Party irrevocably submits to the Securities shall be governed by and construed in accordance with exclusive jurisdiction of the laws (i) the Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District of New York (including but not limited and the appropriate appellate courts), for the purposes of any Proceeding arising out of this Agreement. Notwithstanding the foregoing, any Party hereto may commence a Proceeding with any Governmental Entity anywhere in the world for the sole purpose of seeking recognition and enforcement of a judgment of any court referred to N.Y. General Obligations Law Section 5-1401 and any successor statute thereto)in the preceding sentence. Each of the Company parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth above shall be effective service of process for Proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in this Section 16(a). Each Party irrevocably and the Trustee, and each Holder of a Security by its acceptance thereof, hereby irrevocably waives, unconditionally waives any objection to the fullest extent permitted by applicable law, laying of venue of any and all right it may have to trial by jury in any legal proceeding directly or indirectly Proceeding arising out of or relating to this Indenture, Agreement in (i) the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court Supreme Court of the State of New York, New York or any County, and (ii) the United States court sitting, in each case, in District Court for the Borough of Manhattan, The City Southern District of New York, New York, United States of America, and of any appellate court in respect thereof hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground court that any such suit, action or proceeding Proceeding brought in any such court has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This THIS INDENTURE AND THE SECURITIES WILL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF NEW YORK. THE COMPANY, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE SECURITIES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture and or the Securities shall transactions contemplated hereby may be governed by and construed instituted in accordance with the laws federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute theretocollectively, the “Specified Courts”). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby party irrevocably waives, submits to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the non-exclusive jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding that may be brought in any such courts whether on court. The Company, the grounds Trustee and the Holders (by their acceptance of venuethe Securities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, residence action or domicile other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or on the ground that claim any such suit, action or other proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This Indenture Indenture, the Notes and the Securities shall Subsidiary Guarantees will be governed by and construed in accordance with the laws of the State of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute thereto)York. Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities Notes, the Subsidiary Guarantees or the transaction contemplated hereby. Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated hereby or thereby. Each may be instituted in the federal courts of the Company and United States of America located in the Trustee irrevocably consents and submits, for itself and in respect City of any of its assets New York or property, to the nonexclusive jurisdiction of any court courts of the State of New York or any United States court sitting, in each case, case located in the Borough of Manhattan, The City of New YorkYork (collectively, New York, United States of Americathe “Specified Courts”), and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or each party irrevocably submits to the Securities, and waives any immunity from the non-exclusive jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding that may be brought in any such courts whether on court. The Issuer, the grounds Trustee, any Guarantors and the Holders (by their acceptance of venuethe Securities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, residence action or domicile other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or on the ground that claim any such suit, action or other proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW). THE COMPANY, THE GUARANTORS, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE SECURITIES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture and or the Securities shall transactions contemplated hereby may be governed by and construed instituted in accordance with the laws federal courts of the United States of America located in the Borough of Manhattan, the City of New York or the courts of the State of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute thereto). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, case located in the Borough of Manhattan, The the City of New YorkYork (collectively, New York, United States of Americathe “Specified Courts”), and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or each party irrevocably submits to the Securities, and waives any immunity from the non-exclusive jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to courts in any such suit, action or proceeding. Solely as to the Company, service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to the Company’s address set forth above shall be effective service of process for any suit, action or other proceeding that may be brought in any such courts whether on court. The Company, the grounds Guarantors, the Trustee and the Holders (by their acceptance of venuethe Securities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, residence action or domicile other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or on the ground that claim any such suit, action or other proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE COMPANY, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE SECURITIES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture and or the Securities shall transactions contemplated hereby may be governed by and construed instituted in accordance with the laws federal courts of the United States 45 of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute theretocollectively, the “Specified Courts”). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby party irrevocably waives, submits to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the non-exclusive jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding that may be brought in any such courts whether on court. The Company, the grounds Trustee and the Holders (by their acceptance of venuethe Securities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, residence action or domicile other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or on the ground that claim any such suit, action or other proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 41 Table of Contents THE COMPANY, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE SECURITIES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture and or the Securities shall transactions contemplated hereby may be governed by and construed instituted in accordance with the laws federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute theretocollectively, the “Specified Courts”). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby party irrevocably waives, submits to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the non exclusive jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding that may be brought in any such courts whether on court. The Company, the grounds Trustee and the Holders (by their acceptance of venuethe Securities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, residence action or domicile other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or on the ground that claim any such suit, action or other proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE COMPANY, THE GUARANTORS, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE SECURITIES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture and or the Securities shall transactions contemplated hereby may be governed by and construed instituted in accordance with the laws federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute theretocollectively, the “Specified Courts”). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby party irrevocably waives, submits to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the non-exclusive jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding that may be brought in any such courts whether on court. The Company, the grounds Guarantors, the Trustee and the Holders (by their acceptance of venuethe Securities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, residence action or domicile other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or on the ground that claim any such suit, action or other proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This THIS INDENTURE AND THE DEBT SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE PARTNERSHIP, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE DEBT SECURITIES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture and or the Securities shall transactions contemplated hereby may be governed by and construed instituted in accordance with the laws federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute theretocollectively, the “Specified Courts”). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby party irrevocably waives, submits to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the non-exclusive jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding that may be brought in any such courts whether on court. The Partnership, the grounds Trustee and the Holders (by their acceptance of venuethe Debt Securities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, residence action or domicile other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or on the ground that claim any such suit, action or other proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute thereto), without regard to the conflicts of law provisions thereof. Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New YorkXxx Xxxx xx Xxx Xxxx, New YorkXxx Xxxx, United States Xxxxxx Xxxxxx of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE COMPANY, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE SECURITIES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture and or the Securities shall transactions contemplated hereby may be governed by and construed instituted in accordance with the laws federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute theretocollectively, the “Specified Courts”). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby party irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, submits to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, such courts in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding that may be brought in any such courts whether on court. The Company, the grounds Trustee and the Holders (by their acceptance of venuethe Securities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, residence action or domicile other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or on the ground that claim any such suit, action or other proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE COMPANY, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE SECURITIES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture and or the Securities shall transactions contemplated hereby may be governed by and construed instituted in accordance with the laws federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute theretocollectively, the “Specified Courts”). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby party irrevocably waives, submits to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the non-exclusive jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding that may be brought in any such courts whether on court. The Company, the grounds Trustee and the Holders (by their acceptance of venuethe Securities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, residence action or domicile other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or on the ground that claim any such suit, action or other proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE COMPANY, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE SECURITIES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 41 Any legal suit, action or proceeding arising out of or based upon this Indenture and or the Securities shall transactions contemplated hereby may be governed by and construed instituted in accordance with the laws federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute theretocollectively, the “Specified Courts”). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby party irrevocably waives, submits to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the non-exclusive jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding that may be brought in any such courts whether on court. The Company, the grounds Trustee and the Holders (by their acceptance of venuethe Securities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, residence action or domicile other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or on the ground that claim any such suit, action or other proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This Indenture THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE ISSUERS, THE GUARANTORS, THE TRUSTEE AND THE NOTES COLLATERAL AGENT, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture, the Notes and the Securities related Note Guarantees (“Related Proceedings”) shall be governed by instituted in (i) the federal courts of the United States of America located in the City and construed in accordance with County of New York, Borough of Manhattan or (ii) the laws courts of the State of New York located in the City and County of New York, Borough of Manhattan (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute theretocollectively, the “Specified Courts”). Each of the Company and the Trustee, and each Holder party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a Security judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. Each party not located in the United States irrevocably appoints the Issuer as its acceptance thereofagent to receive service of process or other legal summons for purposes of any such suit, hereby action or proceeding that may be instituted in any state or federal court in the City and County of New York. With respect to any Related Proceedings, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitle in the Specified Courts, with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and all right it may have will not raise or claim or cause to trial by jury in be pleaded any legal proceeding directly such immunity at or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets such Related Proceeding or propertyRelated Judgement, including without limitation, any immunity pursuant to the nonexclusive jurisdiction of any court of the State of New York or any United States court sittingForeign Sovereign Immunities Act of 1976, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceedingas amended.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute thereto)THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each of the Company and the TrusteeEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, and each Holder of a Security by its acceptance thereofTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, hereby irrevocably waivesANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, to THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, the Company hereby irrevocably submits to the jurisdiction of any and all right it may have to trial by jury Federal or State court located in the Borough of Manhattan in the City of New York, New York in any legal suit, action or proceeding directly based on or indirectly arising out of or relating to this Indenture, the Indenture or any Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and agrees that all claims in respect of any of its assets such suit or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court in respect thereof proceeding may be determined in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the jurisdiction of such courtscourt. Each of the The Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought xxxxxx in an inconvenient forum. Each of the The Company and the Trustee agrees, to the fullest extent that it lawfully may do so, agrees that final judgment in any such suit, action or proceeding brought borough in such a court shall be conclusive and binding upon the Company and the Trustee, respectivelyCompany, and may be enforced in any courts to the jurisdiction of which the Company waivesis subject by a suit upon such judgment, to provided that service of process is effected upon the fullest extent Company in the manner specified herein or as otherwise permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute thereto). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New Yorkxx Xxx Xxxx, New YorkXxx Xxxx, United States of AmericaXxxxxx Xxxxxx xx Xxxxica, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding. .

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW). THE COMPANY, THE GUARANTORS, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE SECURITIES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture and or the Securities shall transactions contemplated hereby may be governed by and construed instituted in accordance with the laws federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute theretocollectively, the “Specified Courts”). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby party irrevocably waives, submits to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the non-exclusive jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding that may be brought in any such courts whether on court. The Company, the grounds Guarantors, the Trustee and the Holders (by their acceptance of venuethe Securities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, residence action or domicile other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or on the ground that claim any such suit, action or other proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE COMPANY, THE GUARANTORS, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE SECURITIES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture and or the Securities shall transactions contemplated hereby may be governed by and construed instituted in accordance with the laws federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute theretocollectively, the “Specified Courts”). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby party irrevocably waives, submits to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the exclusive jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding that may be brought in any such courts whether on court. The Company, the grounds Guarantors, the Trustee and the Holders (by their acceptance of venuethe Securities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, residence action or domicile other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or on the ground that claim any such suit, action or other proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. This First Supplemental Indenture and the Securities Notes shall be governed by and construed in accordance with the laws of the State of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute thereto). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to the Indenture, this First Supplemental Indenture, the Securities Notes or the transactions contemplated hereby or thereby. Each of the Company and the Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New YorkTxx Xxxx xx Xxx Xxxx, New YorkXxx Xxxx, United States Xxxxxx Xxxxxx of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought in connection with the Indenture, this First Supplemental Indenture or the SecuritiesNotes, and waives any immunity from the jurisdiction of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.