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

Governing Law; Waiver of Jury Trial; Jurisdiction. This DIP Commitment Letter, and the rights and obligations of the parties hereunder, and any claim, controversy or dispute arising under or in connection with this DIP Commitment Letter or any of the Transactions, shall, in each case, be governed by, and construed in accordance with, the laws of the State of New York. Each party hereto irrevocably waives, to the fullest extent permitted by law, all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this DIP Commitment Letter or the Transactions or the actions of the parties hereto in the negotiation, performance or enforcement hereof. By its execution and delivery of this DIP Commitment Letter, each of the parties hereby irrevocably and unconditionally agrees that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this DIP Commitment Letter, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in any federal or state court in the borough of Manhattan, the city of New York, and by execution and delivery of this DIP Commitment Letter, each of the parties hereby irrevocably accepts and submits itself to the nonexclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the foregoing consent to jurisdiction, following the commencement of the Chapter 11 Cases, each of the parties agrees that the Bankruptcy Court shall have exclusive jurisdiction with respect to any matter under or arising out of or in connection with this DIP Commitment Letter; provided, that the parties acknowledge that any appeals from the Bankruptcy Court may have to be heard by a court other than the Bankruptcy Court.

Governing Law; Waiver of Jury Trial; Jurisdiction. This DIP Commitment Letter, and the rights and obligations Each of the parties hereunder, Parties (i) irrevocably and any claim, controversy or dispute arising under or in connection with this DIP Commitment Letter or any unconditionally submits to the exclusive personal jurisdiction of the TransactionsCourt of Chancery of the State of Delaware, shallNew Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (and in each case, be governed by, and construed in accordance with, the laws of the State of New York. Each party hereto irrevocably waives, to the fullest extent permitted by law, all right to trial by jury any appellate courts thereof) in any action, action or proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this DIP Commitment Letter Agreement, (ii) agrees that all claims in respect of such action or the Transactions or the actions of the parties hereto proceeding may be heard and determined in the negotiationany such court, performance or enforcement hereof. By its execution and delivery of this DIP Commitment Letter, each of the parties hereby (iii) irrevocably and unconditionally agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any legal action, suit such court and (iv) agrees not to bring any action or proceeding against it with respect to any matter under or arising out of or relating to this Agreement in connection with this DIP Commitment Letter, or for recognition or enforcement of any other court. Each party agrees that a final judgment rendered in any such action, suit action or proceeding, proceeding shall be conclusive and may be brought enforced in other jurisdictions by suit on the judgment or in any federal or state court in the borough of Manhattan, the city of New York, and other manner provided by execution and delivery of this DIP Commitment Letter, each Lxx. Each of the parties hereby hereto irrevocably accepts and submits itself unconditionally waives any defense of inconvenient forum to the nonexclusive jurisdiction maintenance of each such courtany action or proceeding so brought and waives any bond, generally and unconditionally, surety or other security that might be required of any other party with respect to any such action, suit thereto. Any party hereto may make service on another party by sending or proceeding. Notwithstanding the foregoing consent to jurisdiction, following the commencement delivering a copy of the Chapter 11 Cases, each of process to the parties agrees that the Bankruptcy Court shall have exclusive jurisdiction with respect to any matter under or arising out of or in connection with this DIP Commitment Letter; provided, that the parties acknowledge that any appeals from the Bankruptcy Court may have party to be heard served at the address and in the manner provided for the giving of notices in Error! Reference source not found.2. Nothing in this Error! Reference source not found.8, however, shall affect the right of any party to serve legal process in any other manner permitted by a court other than the Bankruptcy Courtlaw. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial; Jurisdiction. This DIP Commitment LetterIndenture, including any Subsidiary Guarantees, and the rights and obligations of the parties hereunder, and any claim, controversy or dispute arising under or in connection with this DIP Commitment Letter or any of the Transactions, shall, in each case, Notes shall be governed by, and construed in accordance with, the laws of the State of New York. Each party hereto The Company, the Subsidiary Guarantors, the Trustee and the Notes Collateral Agent, and each Holder of a Note by its acceptance thereof, irrevocably waives, to the fullest extent permitted by applicable law, any and all right rights to trial by jury in any action, legal proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this DIP Commitment Letter Indenture, the Notes, any Subsidiary Guarantee, the Security Documents, the Intercreditor Agreements or any transaction contemplated thereby. The parties hereby submit to the non-exclusive jurisdiction of any U.S. federal or state court located in the Borough of Manhattan in the City of New York in any suit, action or proceeding arising out of or relating to this Indenture, the Notes, the Subsidiary Guarantees or the Transactions transactions contemplated hereby. The Company and each Subsidiary Guarantor agrees that a final judgment in any such suit, 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 or the actions of Notes shall affect any right that the parties hereto Trustee, the Notes Collateral Agent or any Holder may otherwise have to bring any suit, action or proceeding relating to this Indenture, the Notes, the Subsidiary Guarantees or the transactions contemplated hereby against the Company or any Subsidiary Guarantor or its properties in the negotiation, performance or enforcement hereof. By its execution courts of any jurisdiction and delivery of this DIP Commitment Letter, they each of the parties hereby irrevocably and unconditionally agrees that any legal actionwaive, suit to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding against it with respect to any matter under or arising out of or in connection with this DIP Commitment Letter, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in any federal or state court in the borough of Manhattan, the city of New York, and by execution and delivery of this DIP Commitment Letter, each of the parties hereby irrevocably accepts and submits itself to the nonexclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the foregoing consent to jurisdiction, following the commencement of the Chapter 11 Cases, each of the parties agrees that the Bankruptcy Court shall have exclusive jurisdiction with respect to any matter under or arising out of or in connection with this DIP Commitment Letter; provided, that the parties acknowledge that any appeals from the Bankruptcy Court may have to be heard by a court other than the Bankruptcy Court.

Governing Law; Waiver of Jury Trial; Jurisdiction. This DIP Commitment LetterThe internal laws of the State of Delaware, including its statute of limitations, without regard to any borrowing statute that would result in the application of the statute of limitations of any other jurisdiction, shall govern (a) all claims or Actions based upon, relating to or arising from this Agreement (including any tort, statutory or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the rights and obligations performance of the parties hereunder, and any claim, controversy or dispute arising under or in connection with obligations imposed by this DIP Commitment Letter or any of the Transactions, shallAgreement, in each case, be governed by, and construed in accordance with, the laws without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New YorkDelaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware. To the extent permitted under applicable Law, Each party hereto irrevocably waives, to the fullest extent permitted by law, hereby waives all right rights to trial by jury in any action, proceeding action brought to resolve any dispute between or counterclaim among any of the parties (whether based on arising in contract, tort or otherwise) arising out of, connected with, related or incidental to the Transaction Documents, the transactions OR the relationships established among the parties hereunder. Each of the Parties (a) submits to the sole and exclusive jurisdiction of the Court of Chancery of the State of Delaware or, to the extent such court does not have jurisdiction, any state or federal court located in the State of Delaware (the “Chosen Courts”), in any Action seeking injunctive relief and arising out of or relating to this DIP Commitment Letter or the Transactions or the actions Agreement and agrees that all claims in respect of the parties hereto such Action shall be heard and determined in any such court, (b) agrees that all claims in respect of such Action shall be heard and determined in the negotiation, performance or enforcement hereof. By its execution Chosen Courts and delivery of this DIP Commitment Letter, each of the parties hereby irrevocably and unconditionally (c) agrees that not to bring any legal action, suit or proceeding against it with respect to any matter under or such Action arising out of or in connection with relating to this DIP Commitment Letter, or for recognition or enforcement of any judgment rendered Agreement in any such action, suit or proceeding, may be brought in court that is not a Chosen Court. Each Party also agrees not to bring any federal or state court in the borough of Manhattan, the city of New York, and by execution and delivery of this DIP Commitment Letter, each of the parties hereby irrevocably accepts and submits itself to the nonexclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the foregoing consent to jurisdiction, following the commencement of the Chapter 11 Cases, each of the parties agrees that the Bankruptcy Court shall have exclusive jurisdiction with respect to any matter under or Action seeking injunctive relief arising out of or relating to the Transaction Documents in connection with any other court. Nothing in this DIP Commitment Letter; providedSection 10.13, however, shall affect the right of any Party to serve legal process in any other manner permitted by Law or at equity. Each Party agrees that a final judgment in any Action so brought shall be conclusive and may be enforced by suit on the parties acknowledge that judgment or in any appeals from the Bankruptcy Court may have to be heard other manner provided by a court other than the Bankruptcy CourtLaw or at equity.

Governing Law; Waiver of Jury Trial; Jurisdiction. This DIP Commitment LetterIndenture, the Notes and the rights and obligations of the parties hereunder, and any claim, controversy or dispute arising under or in connection with this DIP Commitment Letter or any of the Transactions, shall, in each case, Note Guarantees will be governed by, by and construed in accordance with, with the laws of the State of New York. EACH OF THE PARTIES HERETO, AND EACH OF THE HOLDERS, 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, THE NOTE GUARANTEES OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Issuers and Guarantors hereby irrevocably submits to the jurisdiction of any Federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture or any Securities and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each party hereto of the Issuers and Guarantors irrevocably waives, to the fullest extent permitted by law, all right any objection which it may have to trial by jury the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Issuers and Guarantors agrees that final judgment in any actionsuch suit, action or proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this DIP Commitment Letter or the Transactions or the actions of the parties hereto brought in the negotiation, performance or enforcement hereof. By its execution such a court shall be conclusive and delivery of this DIP Commitment Letter, binding upon each of the parties hereby irrevocably Issuers and unconditionally agrees that any legal actionGuarantors, suit or proceeding against it with respect to any matter under or arising out of or in connection with this DIP Commitment Letter, or for recognition or enforcement of any judgment rendered and may be enforced in any such action, suit or proceeding, may be brought in any federal or state court in the borough of Manhattan, the city of New York, and by execution and delivery of this DIP Commitment Letter, each of the parties hereby irrevocably accepts and submits itself courts to the nonexclusive jurisdiction of each which such courtIssuer or Guarantor is subject by a suit upon such judgment, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the foregoing consent to jurisdiction, following the commencement of the Chapter 11 Cases, each of the parties agrees that the Bankruptcy Court shall have exclusive jurisdiction with respect to any matter under or arising out of or in connection with this DIP Commitment Letter; provided, that the parties acknowledge that any appeals from the Bankruptcy Court may have to be heard service of process is effected upon such Issuer or Guarantor as permitted by a court other than the Bankruptcy Courtlaw.

Governing Law; Waiver of Jury Trial; Jurisdiction. This DIP Commitment Letter, and the rights and obligations of the parties hereunder, Agreement and any claim, dispute or controversy arising out of or dispute arising under or in connection with relating to this DIP Commitment Letter or any of the Transactions, shall, in each case, Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York. Each party hereto irrevocably waives, without regard to the fullest extent permitted by law, all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) conflict of law principles thereof. All Actions arising out of or relating to this DIP Commitment Letter Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the Transactions or “Specified Courts”). Each party hereto hereby (i) submits to the actions exclusive jurisdiction of any Specified Court for the parties hereto in the negotiation, performance or enforcement hereof. By its execution and delivery purpose of this DIP Commitment Letter, each of the parties hereby irrevocably and unconditionally agrees that any legal action, suit or proceeding against it with respect to any matter under or Action arising out of or in connection with relating to this DIP Commitment LetterAgreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or for recognition or enforcement of any judgment rendered otherwise, in any such actionAction, suit or proceeding, may be brought in any federal or state court in claim that it is not subject personally to the borough of Manhattan, the city of New York, and by execution and delivery of this DIP Commitment Letter, each jurisdiction of the parties hereby irrevocably accepts and submits itself to the nonexclusive jurisdiction of each such courtabove-named courts, generally and unconditionally, with respect to any such action, suit that its property is exempt or proceeding. Notwithstanding the foregoing consent to jurisdiction, following the commencement of the Chapter 11 Cases, each of the parties agrees that the Bankruptcy Court shall have exclusive jurisdiction with respect to any matter under immune from attachment or arising out of or in connection with this DIP Commitment Letter; providedexecution, that the parties acknowledge Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any appeals from Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the Bankruptcy Court may have judgment or in any other manner provided by Law. Each party irrevocably consents to be heard the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by a court this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(f) (and in the case of Holder, the address set forth on such Holder’s signature page). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other than the Bankruptcy Courtmanner permitted by applicable law. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) 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 2(d).

Governing Law; Waiver of Jury Trial; Jurisdiction. This DIP Commitment LetterIndenture, including any Subsidiary Guarantees, and the rights and obligations of the parties hereunder, and any claim, controversy or dispute arising under or in connection with this DIP Commitment Letter or any of the Transactions, shall, in each case, Notes shall be governed by, and construed in accordance with, the laws of the State of New York. Each party hereto The Company, the Subsidiary Guarantors, the Trustee and the Notes Collateral Agent, and each Holder of a Note by its acceptance thereof, irrevocably waives, to the fullest extent permitted by applicable law, any and all right rights to trial by jury in any action, legal proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this DIP Commitment Letter Indenture, the Notes, any Subsidiary Guarantee, the Security Documents, the Intercreditor Agreements or any transaction contemplated thereby. The parties hereby submit to the exclusive jurisdiction of any U.S. federal or state court located in the Borough of Manhattan in the City of New York in any suit, action or proceeding arising out of or relating to this Indenture, the Notes, the Subsidiary Guarantees or the Transactions transactions contemplated hereby. The Company and each Subsidiary Guarantor agrees that a final judgment in any such suit, 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 or the actions of Notes shall affect any right that the parties hereto Trustee, the Notes Collateral Agent or any Holder may otherwise have to bring any suit, action or proceeding relating to this Indenture, the Notes, the Subsidiary Guarantees or the transactions contemplated hereby against the Company or any Subsidiary Guarantor or its properties in the negotiation, performance or enforcement hereof. By its execution courts of any jurisdiction and delivery of this DIP Commitment Letter, they each of the parties hereby irrevocably and unconditionally agrees that any legal actionwaive, suit to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding against it with respect to any matter under or arising out of or in connection with this DIP Commitment Letter, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in any federal or state court in the borough of Manhattan, the city of New York, and by execution and delivery of this DIP Commitment Letter, each of the parties hereby irrevocably accepts and submits itself to the nonexclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the foregoing consent to jurisdiction, following the commencement of the Chapter 11 Cases, each of the parties agrees that the Bankruptcy Court shall have exclusive jurisdiction with respect to any matter under or arising out of or in connection with this DIP Commitment Letter; provided, that the parties acknowledge that any appeals from the Bankruptcy Court may have to be heard by a court other than the Bankruptcy Court.

Governing Law; Waiver of Jury Trial; Jurisdiction. This DIP Commitment LetterIndenture, the Notes and the rights and obligations of the parties hereunder, and any claim, controversy or dispute arising under or in connection with this DIP Commitment Letter or any of the Transactions, shall, in each case, Notes Guarantees will be governed by, by and construed in accordance with, with the laws of the State of New York. EACH OF THE PARTIES HERETO, AND EACH OF THE HOLDERS, 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, THE NOTES GUARANTEES OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Issuers and Guarantors hereby irrevocably submits to the jurisdiction of any federal or state court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture or any securities and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each party hereto of the Issuers and Guarantors irrevocably waives, to the fullest extent permitted by law, all right any objection which it may have to trial by jury the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Issuers and Guarantors agrees that final judgment in any actionsuch suit, action or proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this DIP Commitment Letter or the Transactions or the actions of the parties hereto brought in the negotiation, performance or enforcement hereof. By its execution such a court shall be conclusive and delivery of this DIP Commitment Letter, binding upon each of the parties hereby irrevocably Issuers and unconditionally agrees that any legal actionGuarantors, suit or proceeding against it with respect to any matter under or arising out of or in connection with this DIP Commitment Letter, or for recognition or enforcement of any judgment rendered and may be enforced in any such action, suit or proceeding, may be brought in any federal or state court in the borough of Manhattan, the city of New York, and by execution and delivery of this DIP Commitment Letter, each of the parties hereby irrevocably accepts and submits itself courts to the nonexclusive jurisdiction of each which such courtIssuer or Guarantor is subject by a suit upon such judgment, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the foregoing consent to jurisdiction, following the commencement of the Chapter 11 Cases, each of the parties agrees that the Bankruptcy Court shall have exclusive jurisdiction with respect to any matter under or arising out of or in connection with this DIP Commitment Letter; provided, that the parties acknowledge that any appeals from the Bankruptcy Court may have to be heard service of process is effected upon such Issuer or Guarantor as permitted by a court other than the Bankruptcy Courtlaw.

Governing Law; Waiver of Jury Trial; Jurisdiction. This DIP Commitment Letter, Indenture and the rights and obligations of the parties hereunder, and any claim, controversy or dispute arising under or in connection with this DIP Commitment Letter or any of the Transactions, shall, in each case, Notes shall be governed by, by and construed in accordance with, with the laws of the State of New York, as applied to contracts made and performed within the State of New York. Each party of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any action, action or proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this DIP Commitment Letter Indenture, the Notes, the Note Guarantees or the Transactions or transactions contemplated hereby. The Issuer and the actions of the parties hereto in the negotiation, performance or enforcement hereof. By its execution and delivery of this DIP Commitment Letter, each of the parties hereby irrevocably and unconditionally agrees Guarantors agree that any legal actionsuit, suit action or proceeding against it with respect to the Issuer or any matter under Guarantor brought by any Holder or the Trustee arising out of or in connection with based upon this DIP Commitment LetterIndenture, the Guarantee or for recognition or enforcement of any judgment rendered the Notes may be instituted in any such action, suit state or proceeding, may be brought in any federal or state Federal court in the borough Borough of Manhattan, the city of New York, New York, and by execution any appellate court from any thereof, and delivery of this DIP Commitment Letter, each of the parties hereby them irrevocably accepts and submits itself to the nonexclusive jurisdiction of each such courtcourts in any suit, generally and unconditionally, with respect to any such action, suit action or proceeding. Notwithstanding The Issuer and the foregoing consent Guarantors irrevocably waive, to jurisdictionthe fullest extent permitted by law, following the commencement of the Chapter 11 Cases, each of the parties agrees that the Bankruptcy Court shall have exclusive jurisdiction with respect any objection to any matter under suit, action, or arising out of or proceeding that may be brought in connection with this DIP Commitment Letter; providedIndenture, that the parties acknowledge Guarantee or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any appeals from such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Bankruptcy Court Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Guarantors, as the case may have be, and may be enforced in any court to be heard the jurisdiction of which the Issuer or the Guarantors, as the case may be, are subject by a court other than the Bankruptcy Courtsuit upon such judgment.

Governing Law; Waiver of Jury Trial; Jurisdiction. This DIP Commitment Letter, and the rights and obligations of the parties hereunder, and any claim, controversy or dispute arising under or in connection with this DIP Commitment Letter or any of the Transactions, shall, in each case, Investor Rights Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Each party hereto irrevocably waivesNevada applicable to contracts executed in and to be performed entirely in that state, without regard to any Laws that might otherwise govern under applicable principles of conflicts or choice of law or otherwise; provided, however, that, (i) to the fullest extent permitted by lawany provisions of this Investor Rights Agreement relate to the exercise of a director’s or officer’s fiduciary duties and/or similar statutory duties or obligations, all right in each case, of WIL, or (ii) statutory provisions or other Laws of Bermuda are mandatorily applicable to trial by jury provisions of this Investor Rights Agreement, such provisions shall be governed by, and construed in accordance with, the laws of Bermuda. Any Action based upon, arising out of or related to this Investor Rights Agreement or the transactions contemplated hereby may be brought in Nevada state court (or, only if the Nevada state courts decline to accept jurisdiction over a particular matter, then in the Federal court of the United States of America sitting in Xxxxx County, Nevada) and any appellate court from any of such courts (except to the extent, and solely to the extent, that any such Action mandatorily must be brought in Bermuda), and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any actionsuch Action, proceeding waives any objection it may now or counterclaim (whether based on contracthereafter have to personal jurisdiction, tort venue or otherwise) to convenience of forum in each such court, agrees that all claims in respect of any such Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this DIP Commitment Letter Investor Rights Agreement or the Transactions or transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the actions of the parties hereto in the negotiation, performance or enforcement hereof. By its execution and delivery of this DIP Commitment Letter, each of the parties hereby irrevocably and unconditionally agrees that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this DIP Commitment Letter, or for recognition or enforcement right of any judgment rendered Party to serve process in any such action, suit manner permitted by Law or proceeding, may be brought to commence legal proceedings or otherwise proceed against any other Party in any federal or state court in the borough of Manhattan, the city of New York, and by execution and delivery of this DIP Commitment Letter, each of the parties hereby irrevocably accepts and submits itself to the nonexclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the foregoing consent to other jurisdiction, following the commencement of the Chapter 11 Casesin each case, each of the parties agrees that the Bankruptcy Court shall have exclusive jurisdiction with respect to enforce judgments obtained in any matter under or arising out of or in connection with Action brought pursuant to this DIP Commitment Letter; provided, that the parties acknowledge that any appeals from the Bankruptcy Court may have to be heard by a court other than the Bankruptcy CourtSection 4.7. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial; Jurisdiction. This DIP Commitment LetterThe law of the state of Delaware shall govern (i) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims), and (ii) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the rights and obligations performance of the parties hereunder, and any claim, controversy or dispute arising under or in connection with obligations imposed by this DIP Commitment Letter or any of the Transactions, shallAgreement, in each casecase without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the state of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, be governed bySUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, and construed in accordance withTORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Each of the laws Parties submits to the jurisdiction of the State of New York. Each party hereto irrevocably waives, to Delaware and the fullest extent permitted by law, all right to trial by jury Federal District Court for the District of Delaware in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) Proceeding arising out of or relating to this DIP Commitment Letter or the Transactions or the actions Agreement and agrees that all claims in respect of the parties hereto Proceeding shall be heard and determined in the negotiation, performance or enforcement hereofany such court. By its execution and delivery of this DIP Commitment Letter, each of the parties hereby irrevocably and unconditionally Each Party also agrees that not to bring any legal action, suit or proceeding against it with respect to any matter under or Proceeding arising out of or relating to this Agreement in connection with any other court. Nothing in this DIP Commitment LetterSection 9.9, or for recognition or enforcement however, shall affect the right of any judgment rendered Party to serve legal process in any such action, suit other manner permitted by law or proceeding, at equity. Each Party agrees that a final judgment in any Proceeding so brought shall be conclusive and may be brought enforced by suit on the judgment or in any federal other manner provided by law or state court in the borough of Manhattan, the city of New York, and by execution and delivery of this DIP Commitment Letter, each of the parties hereby irrevocably accepts and submits itself to the nonexclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the foregoing consent to jurisdiction, following the commencement of the Chapter 11 Cases, each of the parties agrees that the Bankruptcy Court shall have exclusive jurisdiction with respect to any matter under or arising out of or in connection with this DIP Commitment Letter; provided, that the parties acknowledge that any appeals from the Bankruptcy Court may have to be heard by a court other than the Bankruptcy Courtat equity.