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 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 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 Trusteea) THIS INDENTURE, and each Holder of a Security by its acceptance thereofTHE NOTES, hereby irrevocably waivesTHE GUARANTEES AND, to EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN, THE SECURITY DOCUMENTS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (b) To the fullest extent permitted by applicable law, the Company and each Guarantor 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 each Guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may have 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 laying of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in venue of any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trusteean inconvenient forum. (c) EACH OF THE COMPANY, respectivelyTHE GUARANTORS, and the Company waivesTHE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, to the fullest extent permitted by lawTO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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 suitANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, action or proceedingTHE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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 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 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 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 Indenture and the Securities Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York (including but not limited York, without regard to N.Y. General Obligations Law Section 5-1401 and any successor statute thereto). Each the principles of conflicts of laws that would otherwise require the application of the Company law of any other state. The parties agree that all disputes, legal actions, suits 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 proceedings arising out of or relating to this Indenture, Agreement must be brought exclusively in 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 courts of the State of New York or any United States court sitting, in each case, the federal courts located in the Borough of Manhattan, The City State of New YorkYork (collectively the “Designated Courts”). Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, New York, United States suit or proceeding with respect to this Agreement may be brought in any other forum. Each party hereby irrevocably waives all claims of America, immunity from jurisdiction and any objection which such party may now or hereafter have to the laying of any appellate court in respect thereof in venue of any suit, action or proceeding in any Designated Court, including any right to object on the basis that may be any dispute, action, suit or proceeding 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 Designated Courts has been brought in an improper or inconvenient forumforum or venue. Each of the Company parties also agrees that delivery of any process, summons, notice or document to a party hereof in compliance with Section 9(a) of this Agreement shall be effective service of process for any action, suit or proceeding in a Designated Court with respect to any matters to which the parties have submitted to jurisdiction as set forth above. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the Trustee agreesnegotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the fullest extent that it lawfully may do so, that final judgment in any specific obligations set forth herein with respect to 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 proceedingparty. .

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 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. (a) This Indenture and the Securities each Security shall be governed by deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State, without regard to conflict of law principles that would result in the application of any laws other than the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable. (b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, EACH SECURITY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. (c) Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the Supreme Court of the State of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 sitting in New York County and of the United States District Court of the Southern District of New York, and any successor statute thereto). Each of the Company and the Trustee, and each Holder of a Security by its acceptance appellate court from any 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 action or proceeding directly or indirectly arising out of or relating to this IndentureIndenture and any Security, the Securities or the transactions contemplated hereby for recognition or thereby. Each enforcement of any judgment, and each of the Company parties hereto hereby irrevocably and the Trustee irrevocably consents and submits, for itself and unconditionally agrees that all claims in respect of any of its assets such action or propertyproceeding may be heard and determined in such New York State or, 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 forumFederal court. Each of the Company and the Trustee agrees, to the fullest extent parties hereto agrees that it lawfully may do so, that a final judgment in any such suit, action or proceeding brought may be heard and determined in such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waivesNew York State or, to the fullest extent permitted by law, any objection to in such Federal court. Each of the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained parties hereto agrees that a final judgment in any such court action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Indenture shall affect any right that the Trustee (in each of its various capacities as designated from time to time hereunder) or any Holder may have to bring any action or proceeding relating to this Indenture against the Company or its properties in the courts of any jurisdiction to enforce any judgment, order or process entered by such courts situate within the State of New York, or to enjoin any violations hereof or for relief ancillary hereto or otherwise to collect on loans or enforce the payment of any Security or to enforce, protect or maintain their rights and claims or for any other lawful purpose. The Company further agrees that any action or proceeding brought against the Trustee (in each of its various capacities as designated from time to time hereunder) if brought by the Company, shall be brought only in New York on State or, to the basis of extent permitted by law, in such suit, action or proceedingFederal Court.

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 a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 and AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). (b) THE COMPANIES AND THE PURCHASER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. (c) Any suit, action or proceeding seeking to enforce any successor statute thereto). Each of the Company and the Trusteeprovision of, and each Holder of a Security by its acceptance thereof, hereby irrevocably waives, to the fullest extent permitted by applicable law, or based on any and all right it may have to trial by jury in any legal proceeding directly or indirectly matter arising out of or relating to in connection with, this Indenture, the Securities Agreement or any other Transaction Document or the transactions contemplated hereby or thereby. Each of thereby shall be brought in the Company and United States District Court for 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 Southern District of New York York, or any United States court sittingNew York State court, sitting in each caseNew York, New York in the Borough of Manhattan, The City and each of New York, New York, United States the parties hereby consents to the jurisdiction of America, such courts (and of any the appropriate appellate court in respect thereof courts therefrom) in any such 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 which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding that may be brought in any such courts whether on the grounds of venue, residence court or domicile or on the ground that any such suit, action or proceeding which is 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 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 theretoa) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. (b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(b). Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, . (c) The Borrower hereby irrevocably waivesand unconditionally submits, for itself and its property, to the fullest extent permitted by applicable lawexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan, and any and all right it may have to trial by jury appellate court from any thereof, in any legal action or proceeding directly or indirectly arising out of or relating to this IndentureAmendment, the Securities or the transactions contemplated hereby for recognition or thereby. Each enforcement of any judgment, and each of the Company parties hereto hereby irrevocably and the Trustee irrevocably consents and submits, for itself and unconditionally agrees that all claims in respect of any of its assets such action or propertyproceeding may be heard and determined in such New York State or, to the nonexclusive jurisdiction of any court of the State of New York or any United States court sittingextent permitted by law, in each case, such Federal court sitting in the Borough of Manhattan, The City of New York, New York, United States of America, and of any appellate court from any thereof. Each of the parties hereto agrees that a final judgment in respect thereof any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Amendment shall affect any right that the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Amendment against the Borrower or its properties in the courts of any jurisdiction. The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding that may be brought arising out of or relating to this Amendment in connection with this Indenture any New York State or Federal court sitting in the SecuritiesBorough of Manhattan, and waives any immunity appellate court from the jurisdiction of such courtsany thereof. Each of the Company and the Trustee parties hereto hereby irrevocably waives, to the fullest extent permitted by law, any objection the defense of an inconvenient forum to any the maintenance of 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 court. Each party to this Amendment irrevocably consents to service of process in such a court shall be conclusive and binding upon the Company and manner provided for notices in Section 9.01 of the Trustee, respectively, and Amended Credit Agreement. Nothing in this Amendment will affect the Company waives, right of any party to the fullest extent this Amendment to serve process in any other manner 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. (a) This Indenture and the Securities shall Agreement will be governed by and construed in accordance with the laws of the State of New York Delaware, without giving effect to any choice of law or conflict of law provision or rule (including but not limited to N.Y. General Obligations Law Section 5-1401 and whether of the State of Delaware or any successor statute thereto). other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware. (b) Each of the Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby irrevocably waives, parties (i) submits to the fullest extent permitted by applicable law, any exclusive jurisdiction of federal and all right it may have to trial by jury state courts located in Delaware in any legal proceeding directly or indirectly Action arising out of or relating to this IndentureAgreement, the Securities (ii) agrees that all claims in respect of such Action may be heard and determined in any such court and (iii) agrees not to bring any Action arising out of or the transactions contemplated hereby or therebyrelating to this Agreement in any other court. Each of the Company and parties waives any defense of inconvenient forum to the Trustee irrevocably consents and submits, for itself and in respect maintenance 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 Action so brought in connection with this Indenture or the Securities, and waives any immunity from the jurisdiction bond, surety or other security that might be required of such courtsany other party with respect thereto. Each party agrees that service of summons and complaint or any other process that might be served in any Action may be made on such party by sending or delivering a copy of the Company and the Trustee irrevocably waives, process to the fullest extent party to be served at the address of the party and in the manner provided for the giving of notices in Section 3.8. Nothing in this Section 3.9, however, will affect the right of any party to serve legal process in any other manner 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 agreesparty agrees that a final, to the fullest extent that it lawfully may do so, that final non-appealable judgment in any such suit, action or proceeding so brought in such a court shall will be conclusive and binding upon may be enforced by suit on the Company and the Trustee, respectively, and the Company waives, to the fullest extent permitted judgment or in any other manner provided 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. (c) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

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). 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. (a) This Indenture and the Securities Agreement shall be governed by and construed interpreted and enforced in accordance with the laws of the State of New York Delaware, without giving effect to the conflicts of law principles thereof. (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute thereto). b) Each of the Company parties hereto irrevocably and the Trusteeunconditionally: (i) agrees that any action, 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 suit or proceeding directly or indirectly arising out of or relating related to this Indenture, the Securities Agreement or the transactions contemplated hereby hereby, whether based in contract, tort or thereby. Each any other legal theory, shall be brought exclusively in the Delaware Court of the Company Chancery 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 state appellate court of therefrom within the State of New York or any United States court sittingDelaware (or, in each caseif the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, in the Borough of Manhattan, The City of New York, New York, United States District Court for the District of America, Delaware and the appropriate appellate courts therefrom); (ii) consents and submits to the exclusive personal jurisdiction and venue of any appellate court in respect thereof such courts in any suitsuch action, action suit 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 proceeding; (iii) waives, to the fullest extent permitted by law, any objection and agrees not 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 lawassert, any claim, defense or objection to the enforcement by any competent court in the Company’s jurisdiction venue of organization of judgments validly obtained in any such court in New York courts (whether on the basis of forum non conveniens or otherwise); (iv) agrees that it will not attempt the removal or transfer of any such suitaction, action suit or proceedingproceeding to any other court, whether state or federal courts of the United States or the courts of any other country; and (v) consents to service of process on such party in the manner provided in Section 5.2 of this Agreement. (c) Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in any Litigation directly or indirectly based upon, relating to arising out of this Agreement or any transaction or agreement contemplated hereby or the negotiation, execution or performance hereof or thereof. Each party certifies and acknowledges that: (i) no Representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of Litigation, seek to enforce the foregoing waiver; (ii) each party understands and has considered the implication of this waiver; (iii) each party makes this waiver voluntarily; and (iv) each party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this section. 4811-9223-8492\1

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 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 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.

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 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 Trusteea) THIS INDENTURE, and each Holder of a Security by its acceptance thereofTHE NOTES, hereby irrevocably waivesTHE GUARANTEES AND, to EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN, THE SECURITY DOCUMENTS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (b) To the fullest extent permitted by applicable law, the Company and each Guarantor 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 each Guarantor irrevocably waives, to the fullest extent permitted by law, any 146 objection which it may have 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 laying of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so, that final judgment in venue of any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Trusteean inconvenient forum. (c) EACH OF THE COMPANY, respectivelyTHE GUARANTORS, and the Company waivesTHE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, to the fullest extent permitted by lawTO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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 suitANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, action or proceedingTHE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.