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

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement shall be construed in accordance with and governed by the internal laws of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunder, in respect of any Collateral are governed by the law of a jurisdiction other than New York. (b) THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. (c) For purposes of any suit, action or other legal proceeding relating to this Agreement or the other Loan Documents or the enforcement of any provision of this Agreement or the Loan Documents, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the United States District Court for the Southern District of New York for the purposes of any such suit, action or legal proceeding, including to enforce any settlement, order or award; and agrees that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that the Loan Documents or the subject matter thereof may not be enforced in or by such court. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement Indenture, the Notes and the Guarantees, and the rights and duties of the parties hereunder and thereunder, shall be governed by, and construed in accordance with and governed by with, the internal laws of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws York. EACH OF THE ISSUERS AND THE TRUSTEE 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 OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. The Issuers irrevocably consent and submit, for themselves and in respect of any of its assets or property, to the nonexclusive jurisdiction other than the internal laws of any court of the State of New York to the rights and duties of the parties, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunderany United States Federal court sitting, in respect each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any Collateral are governed by the law of a jurisdiction other than New York. (b) THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. (c) For purposes of appellate court from any thereof in any suit, action or other legal proceeding relating to that may be brought in connection with this Agreement Indenture or the other Loan Documents or Securities, and waives any immunity from the enforcement jurisdiction of any provision of this Agreement or the Loan Documentssuch courts. The Issuers irrevocably waive, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the United States District Court for the Southern District of New York for the purposes of fullest extent permitted by law, any objection to any such suit, action or legal proceedingproceeding that may be brought in such courts whether on the grounds of venue, including to enforce any settlement, order residence or award; and agrees domicile or on the ground that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such courtsuit, that such legal action or proceeding has been brought in an inconvenient forum. The Issuers agree, 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 venue Issuers, and waive, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Issuers’ jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such proceeding is improper suit, action or that the Loan Documents or the subject matter thereof may not be enforced in or by such courtproceeding. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement shall be construed in accordance with and governed by the internal laws of the State of New York (as permitted by Section 5THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE CO-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the partiesISSUERS, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunderTHE TRUSTEE AND THE COLLATERAL TRUSTEE HEREBY IRREVOCABLY WAIVES, or the remedies hereunderTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, in respect of any Collateral are governed by the law of a jurisdiction other than New York. (b) THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, ANY AND INTENTIONALLY WAIVE THE ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION LEGAL PROCEEDING ARISING OUT OFOF OR RELATING TO THIS INDENTURE, UNDER THE NOTES OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. (c) For purposes of any TRANSACTIONS CONTEMPLATED HEREBY. Any legal suit, action or other legal proceeding relating to arising out of or based upon this Agreement Indenture, the Notes, the Note Guarantees or the other Loan Documents transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the enforcement of any provision of this Agreement or the Loan Documents, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in each case located in the borough of Manhattan and the United States District Court for the Southern District City of New York for (collectively, the purposes “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or legal proceeding. Service of any process, including summons, notice or document by mail (to enforce the extent allowed under any settlement, order applicable statute or award; and agrees that rule of court) to such state and federal courts party’s address set forth in Section 13.02 shall be deemed to be a convenient forum; and waives and agrees not to assert (by way effective service of motionprocess for any suit, as a defense action or otherwise), other proceeding brought in any such legal court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding commenced in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any claim that such party is not subject personally to the jurisdiction of such courtsuit, that such legal action or other proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that the Loan Documents or the subject matter thereof may not be enforced in or by such court. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement shall be construed in accordance with and governed by the internal laws of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the partiesTHIS INDENTURE, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunder, in respect of any Collateral are governed by the law of a jurisdiction other than New York. (b) THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILYNOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND INTENTIONALLY WAIVE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE CO-ISSUERS, THE TRUSTEE AND THE COLLATERAL TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION LEGAL PROCEEDING ARISING OUT OFOF OR RELATING TO THIS INDENTURE, UNDER THE NOTES OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. (c) For purposes of any TRANSACTIONS CONTEMPLATED HEREBY. Any legal suit, action or other legal proceeding relating to arising out of or based upon this Agreement Indenture, the Notes, the Note Guarantees or the other Loan Documents transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the enforcement of any provision of this Agreement or the Loan Documents, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in each case located in the borough of Manhattan and the United States District Court for the Southern District City of New York for (collectively, the purposes “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or legal proceeding. Service of any process, including summons, notice or document by mail (to enforce the extent allowed under any settlement, order applicable statute or award; and agrees that rule of court) to such state and federal courts party’s address set forth in Section 13.02 shall be deemed to be a convenient forum; and waives and agrees not to assert (by way effective service of motionprocess for any suit, as a defense action or otherwise), other proceeding brought in any such legal court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding commenced in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any claim that such party is not subject personally to the jurisdiction of such courtsuit, that such legal action or other proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that the Loan Documents or the subject matter thereof may not be enforced in or by such court. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement shall be construed in accordance with and governed by the internal laws of the State of New York (as permitted by Section THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunder, in respect of any Collateral are governed by the law of a jurisdiction other than New YorkOF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. (b) EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY LITIGATION ARISING OUT OFACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, UNDER TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN CONNECTION WITH THIS AGREEMENT ANY OTHER MANNER PROVIDED BY LAW; AND THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A MATERIAL INDUCEMENT COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSNOTICES HEREUNDER. (c) For purposes of any suitTHE PARTIES HERETO HEREBY WAIVE, action or other legal proceeding relating to this Agreement or the other Loan Documents or the enforcement of any provision of this Agreement or the Loan DocumentsTO THE FULLEST EXTENT PERMITTED BY LAW, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the United States District Court for the Southern District of New York for the purposes of any such suitTHE RIGHT TO TRIAL BY JURY IN ANY ACTION, action or legal proceedingPROCEEDING OR COUNTERCLAIM, including to enforce any settlementWHETHER IN CONTRACT, order or award; and agrees that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motionTORT OR OTHERWISE, as a defense or otherwise), in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that the Loan Documents or the subject matter thereof may not be enforced in or by such courtRELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement shall be construed in accordance with and governed by the internal laws of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the partiesTHIS INDENTURE, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunder, in respect of any Collateral are governed by the law of a jurisdiction other than New York. (b) THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILYNOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND INTENTIONALLY WAIVE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE ISSUER, THE GUARANTORS, THE TRUSTEE AND THE SECURITY AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION LEGAL PROCEEDING ARISING OUT OFOF OR RELATING TO THIS INDENTURE, UNDER THE NOTES OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. (c) For purposes of any TRANSACTIONS CONTEMPLATED HEREBY. Any legal suit, action or other legal proceeding relating to arising out of or based upon this Agreement Indenture, the Notes, the Guarantees or the other Loan Documents transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the enforcement of any provision of this Agreement or the Loan Documents, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in each case located in the borough Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably and unconditionally submits to the United States District Court for the Southern District non-exclusive jurisdiction of New York for the purposes of such courts in any such suit, action or legal proceeding. Service of any process, including summons, notice or document by mail (to enforce the extent allowed under any settlement, order applicable statute or award; and agrees that rule of court) to such state and federal courts party’s address set forth in Section 13.02 shall be deemed to be a convenient forum; and waives and agrees not to assert (by way effective service of motionprocess for any suit, as a defense action or otherwise), other proceeding brought in any such legal court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding commenced in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any claim that such party is not subject personally to the jurisdiction of such courtsuit, that such legal action or other proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that the Loan Documents or the subject matter thereof may not be enforced in or by such court. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement shall be construed in accordance with and governed by the internal laws of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunder, in respect of any Collateral are governed by the law of a jurisdiction other than New YorkTHIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES IN CONNECTION HEREWITH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OKLAHOMA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW WHICH WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. (b) THE PARTIES HERETO HEREBY KNOWINGLYIRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN TULSA, VOLUNTARILYOKLAHOMA AND APPROPRIATE APPELLATE COURTS THEREFROM, AND INTENTIONALLY WAIVE EACH PARTY HEREBY IRREVOCABLY AGREES THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE HEARD AND DETERMINED IN SUCH COURTS. THE RIGHT PARTIES HEREBY IRREVOCABLY WAIVE, TO A TRIAL THE FULLEST EXTENT PERMITTED BY JURY IN RESPECT APPLICABLE LAWS, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY LITIGATION ARISING OUT OFSUCH DISPUTE, UNDER CONTROVERSY OR CLAIM BROUGHT IN ANY SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE, CONTROVERSY OR CLAIM. EACH PARTY AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN CONNECTION WITH THIS AGREEMENT AND THE ANY OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSMANNER PROVIDED BY APPLICABLE LAW. (c) For purposes of any suitEACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, action or other legal proceeding relating to this Agreement or the other Loan Documents or the enforcement of any provision of this Agreement or the Loan Documents, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the United States District Court for the Southern District of New York for the purposes of any such suit, action or legal proceeding, including to enforce any settlement, order or award; and agrees that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that the Loan Documents or the subject matter thereof may not be enforced in or by such courtPROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed under and in accordance with and governed by the internal laws Laws of the State of New York (as permitted by Section 5-1401 of Maryland, excluding the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunder, in respect of any Collateral are governed by the law of a jurisdiction other than New YorkLaw rules thereof. (b) THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ACTION OR PROCEEDING ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR ANY OTHER CLOSING DOCUMENT, WHETHER NOW EXISTING OR HEREAFTER EXISTING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE OTHER LOAN DOCUMENTSPARTIES HERETO AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, THIS WAIVER BEING A MATERIAL INDUCEMENT VOLUNTARY AND BARGAINED-FOR EACH SUCH PARTY AGREEMENT BETWEEN OR AMONG THE PARTIES HERETO IRREVOCABLY TO ENTER INTO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT AND THE OR ANY OTHER LOAN DOCUMENTSCLOSING DOCUMENT SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. (c) For purposes Each of the Seller Representative, the Seller Parties and the Purchaser agrees that any suit, legal action or other legal proceeding relating with respect to this Agreement or the other Loan Documents or the for recognition and enforcement of any provision judgment in respect hereof brought by a Party hereto or its successors or assigns shall be brought and determined exclusively in the federal or state courts of this Agreement or the Loan Documents, Maryland and each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of Seller Parties, the State of New York sitting in the borough of Manhattan Seller Representative and the United States District Court for the Southern District of New York for the purposes of Purchaser hereby submits with regard to any such suit, action or legal proceedingproceeding for itself and in respect to its property, including to enforce any settlementgenerally and unconditionally, order or award; and agrees that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that the Loan Documents or the subject matter thereof may not be enforced in or by such court. (d) aforesaid courts. Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in Seller Parties, the borough of Manhattan or Seller Representative and the United States District Court for the Southern District of New York and in connection therewith Purchaser hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim, or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that such resolution, settlement, order or award it is inconsistent with or violative not personally subject to the jurisdiction of the laws above named courts for any reason, (ii) that it or public policy its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such court (whether through judgment or otherwise), and (iii) to the laws fullest extent permitted by applicable law that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and (C) this Agreement, or the State of New York subject matter hereof, may not be enforced in or any other jurisdictionby either such court.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement shall be construed THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND THE TRUSTEE, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES, OR THE TRANSACTIONS CONTEMPLATED THEREBY. The Company irrevocably consents and submits, for itself and in accordance with and governed by respect of any of its assets or property, to the internal laws nonexclusive jurisdiction of any court of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice United States Federal court sitting, in each case, in the Borough of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State Manhattan, The City of New York to the rights and duties of the partiesYork, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunder, in respect of any Collateral are governed by the law of a jurisdiction other than New York. (b) THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILYUnited States of America, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. (c) For purposes of and any appellate court from any thereof in any suit, action or other legal proceeding relating to that may be brought in connection with this Agreement Indenture or the other Loan Documents or Securities, and waives any immunity from the enforcement jurisdiction of any provision of this Agreement or the Loan Documentssuch courts. The Company irrevocably waives, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the United States District Court for the Southern District of New York for the purposes of fullest extent permitted by law, any objection to any such suit, action or legal proceedingproceeding that may be brought in such courts whether on the grounds of venue, including to enforce any settlement, order residence or award; and agrees domicile or on the ground that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such courtsuit, that such legal action or proceeding has been brought in an inconvenient forum. The Company 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 venue Company, and 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 proceeding is improper suit, action or that the Loan Documents or the subject matter thereof may not be enforced in or by such courtproceeding. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement Indenture and the Securities shall be governed by and construed in accordance with and governed by the internal laws of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunder, in respect of any Collateral are governed by the law of a jurisdiction other than New York. (b) THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. (c) For purposes of any suit, action or other legal proceeding relating to this Agreement or the other Loan Documents or the enforcement of any provision of this Agreement or the Loan Documents, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the United States District Court for the Southern District of New York for the purposes of any such suit, action or legal proceeding, including to enforce any settlement, order or award; and agrees that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that the Loan Documents or the subject matter thereof may not be enforced in or by such court. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York, without regard to conflicts of laws principles thereof. EACH OF THE COMPANY, THE PARENT GUARANTOR AND THE TRUSTEE 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 SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each party hereto hereby irrevocably submits to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Indenture and the Securities, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts. The Company hereby appoints the Parent Guarantor as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Indenture, the Securities or the transactions contemplated hereby which may be instituted in any New York State court sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other jurisdictionrequirements of or objections to personal jurisdiction with respect thereto. The Company represents that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company and the Parent Guarantor shall be deemed, in every respect, effective service of process upon the Company and the Parent Guarantor.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement shall be construed in accordance with and governed by the internal laws of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the partiesTHIS GUARANTEE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE AGENT AND THE BANKS AND OF THE UNDERSIGNED HEREUNDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunder, in respect of any Collateral are governed by the law of a jurisdiction other than New YorkWITHOUT REFERENCE TO ITS CONFLICTS OF LAW PRINCIPLES. (b) THE PARTIES EACH GUARANTOR HERETO HEREBY KNOWINGLY, VOLUNTARILY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER UNDER, OR IN CONNECTION WITH THIS AGREEMENT AND GUARANTEE AGREEMENT, OR ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING OR STATEMENTS (WHETHER ORAL OR WRITTEN) MADE BY THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSPARTIES HEREIN. (c) For purposes Each Guarantor, by execution and delivery of this Guarantee Agreement, irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York over any suit, action or other legal proceeding arising out of or relating to this Guarantee Agreement or any Loan Document to which it is a party. To the other Loan Documents or the enforcement of any provision of this Agreement or the Loan Documentsfullest extent it may effectively do so under applicable law, each party hereto hereby expressly and Guarantor irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the United States District Court for the Southern District of New York for the purposes of any such suit, action or legal proceeding, including to enforce any settlement, order or award; and agrees that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (assert, by way of motion, as a defense or otherwise), any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such legal proceeding commenced in such court and any claim that any such party is not subject personally to the jurisdiction of suit, action or proceeding brought in any such court, that such legal proceeding court has been brought in an inconvenient forum, ; provided that such consent to jurisdiction is solely for the venue purposes referred to in this Section 19(c) and shall not be deemed to be a general submission to jurisdiction of such proceeding is improper courts or that in the Loan Documents or the subject matter thereof may not be enforced in or by State of New York other than for such courtpurposes. (d) Each party hereto agrees Guarantor agrees, to the entry fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of an order the nature referred to enforce in subsection (c) brought in any resolutionsuch court shall be conclusive and binding upon such Guarantor subject to rights of appeal, settlementas the case may be, order or award made pursuant to this Section by and may be enforced in the courts of the United States of America or the State of New York sitting (or any other courts the jurisdiction of which such Guarantor is or may be subject) by a suit upon such judgment. (e) Each Guarantor consents to process being served in any suit, action or proceeding of the borough nature referred to in subsection (c) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of Manhattan such Guarantor specified in or designated pursuant to Section 17 or by commercial delivery service. Each Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States District Court for Postal Service or any commercial delivery service. (f) Nothing in this Section 19 shall affect the Southern District right of New York and the Agent or any Bank to serve process in connection therewith hereby waives, and agrees not to assert any manner permitted by way of motion, as a defenselaw, or otherwise, limit any claim right that such resolution, settlement, order the Agent or award is inconsistent with any Bank may have to bring proceedings against any Guarantor in the courts of any appropriate jurisdiction or violative of the laws or public policy of the laws of the State of New York or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed under and in accordance with and governed by the internal laws Laws of the State of New York (as permitted by Section 5-1401 of Maryland, excluding the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunder, in respect of any Collateral are governed by the law of a jurisdiction other than New YorkLaw rules thereof. (b) THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ACTION OR PROCEEDING ARISING OUT OFOF OR RELATING TO THIS AGREEMENT, UNDER ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER EXISTING, AND WHETHER SOUNDING IN CONNECTION CONTRACT, TORT OR OTHERWISE. THE PARTIES HERETO AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT BETWEEN OR AMONG THE PARTIES HERETO IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT AND THE AGREEMENT, ANY OTHER LOAN DOCUMENTS, THIS WAIVER BEING TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSCOURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. (c) For purposes Each of the Sellers’ Representative, the Sellers and the Purchaser agrees that any suit, legal action or other legal proceeding relating with respect to this Agreement or the other Loan Documents or the for recognition and enforcement of any provision judgment in respect hereof brought by a Party hereto or its successors or assigns shall be brought and determined in the federal or state courts of this Agreement or the Loan Documents, Maryland and each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of Sellers, the State of New York sitting in the borough of Manhattan Sellers’ Representative and the United States District Court for the Southern District of New York for the purposes of Purchaser hereby submits with regard to any such suit, action or legal proceedingproceeding for itself and in respect to its property, including to enforce any settlementgenerally and unconditionally, order or award; and agrees that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that the Loan Documents or the subject matter thereof may not be enforced in or by such court. (d) aforesaid courts. Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in Sellers, the borough of Manhattan or Sellers’ Representative and the United States District Court for the Southern District of New York and in connection therewith Purchaser hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim, or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that such resolution, settlement, order or award it is inconsistent with or violative not personally subject to the jurisdiction of the laws above named courts for any reason, (ii) that it or public policy its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such court (whether through judgment or otherwise), and (iii) to the laws fullest extent permitted by applicable law that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and (C) this Agreement, or the State of New York subject matter hereof, may not be enforced in or any other jurisdictionby either such court.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THERETO (a) This Agreement shall be construed OTHER THAN N.Y. GENERAL OBLIGATIONS LAW § 5-1401). 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 TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The Company irrevocably consents and submits, for itself and in accordance with and governed by respect of any of its assets or property, to the internal laws nonexclusive jurisdiction of any court of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunderUnited States Federal court sitting, in respect each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any Collateral are governed by the law of a jurisdiction other than New York. (b) THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. (c) For purposes of appellate court from any thereof in any suit, action or other legal proceeding relating to that may be brought in connection with this Agreement Indenture or the other Loan Documents or Securities, and waives any immunity from the enforcement jurisdiction of any provision of this Agreement or the Loan Documentssuch courts. The Company irrevocably waives, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the United States District Court for the Southern District of New York for the purposes of fullest extent permitted by law, any objection to any such suit, action or legal proceedingproceeding that may be brought in such courts whether on the grounds of venue, including to enforce any settlement, order residence or award; and agrees domicile or on the ground that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such courtsuit, that such legal action or proceeding has been brought in an inconvenient forum. The Company 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 venue Company, and 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 proceeding is improper suit, action or that the Loan Documents or the subject matter thereof may not be enforced in or by such courtproceeding. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement shall be construed in accordance with and governed by the internal laws of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the partiesa. THIS AGREEMENT SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunder, in respect of any Collateral are governed by the law of a jurisdiction other than New YorkWITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. (b) b. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER UNDER, OR IN CONNECTION WITH THIS AGREEMENT AND AGREEMENT, OR ANY OTHER DOCUMENTS OR INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF THE OTHER LOAN DOCUMENTSPARTIES HERETO (BUT ONLY TO THE EXTENT THAT SUCH COURSE OF CONDUCT, COURSE OF DEALING OR ACTIONS RELATE TO THE TRANSACTIONS CONSUMMATED UNDER THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSAGREEMENT). (c) For purposes c. Each of any suit, action or other legal proceeding relating to this Agreement or the other Loan Documents or the enforcement of any provision of this Agreement or the Loan Documents, each party parties hereto hereby expressly and irrevocably submits and consents to the non-exclusive jurisdiction of the courts of the State of New York sitting in the borough Borough of Manhattan and Manhattan, the courts of the United States District Court of America for the Southern District of New York for York, and the purposes appellate courts of any of them and consents that any such action or proceeding may be brought in any such court and waives to the fullest extent permitted by applicable law any objection that it may now or hereafter have to the venue of any such suit, action or legal proceeding, including to enforce proceeding in any settlement, order such court or award; and agrees that such state and federal courts shall be deemed to be a convenient forum; and waives action or proceeding was brought in an inconvenient court and agrees not to assert (by way of motion, as a defense plead or otherwise), in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that the Loan Documents or the subject matter thereof may not be enforced in or by such courtsame. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. This letter agreement and (a) This Agreement all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this letter agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and enforceability of this letter agreement, and the performance of the obligations imposed by this letter agreement (the “Specified Litigation”), shall be construed in accordance with and governed by the internal laws of the State of New York (as permitted by Section 5-1401 Delaware applicable to agreements made and to be performed entirely within such state, including its statute of the New York General Obligations Law (or any similar successor provision)) limitations, without giving effect to any choice its principles or rules of law rule that conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would cause require or permit the application of the laws of another jurisdiction. Each Party hereby irrevocably and unconditionally waives any rights that such Party may have to trial by jury in any lawsuit, action or other proceeding brought to resolve any dispute between any of the Parties (whether arising in contract, tort or otherwise arising out of, connected with, related to or incidental to this letter agreement, the transactions contemplated hereby, or the relationships established among the Parties hereunder). Each Party acknowledges and agrees that (i) 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 (ii) it and the other Parties have been induced to enter into this letter agreement by, among other things, the mutual waivers and certifications herein. Each Party (x) irrevocably and unconditionally consents and submits itself and its properties and assets in any Specified Litigation arising under this letter agreement to the exclusive general jurisdiction other than of the internal laws Court of Chancery of the State of New York to Delaware and any state appellate court therefrom within the rights and duties State of Delaware (or, if the Court of Chancery of the partiesState of Delaware declines to accept jurisdiction over a particular matter, except as required by mandatory provisions any federal court within the State of law and to the extent the validity or perfection of the security interests hereunderDelaware), or the remedies hereunder, (y) agrees that all claims in respect of any Collateral are governed by the law of a jurisdiction other than New York. (b) THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. (c) For purposes of any suitsuch lawsuit, action or other legal proceeding shall be heard and determined in any such court and (z) agrees not to bring any lawsuit, action or other proceeding arising out of or relating to this Agreement or letter agreement in any other court. Nothing herein shall affect the other Loan Documents or the enforcement right of any provision of this Agreement or the Loan Documents, each party hereto hereby expressly and irrevocably submits and consents Party to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the United States District Court for the Southern District of New York for the purposes of any such suit, action or serve legal proceeding, including to enforce any settlement, order or award; and agrees that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motion, as a defense or otherwise), process in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper other manner permitted by law or that the Loan Documents or the subject matter thereof may not be enforced in or by such courtat equity. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement shall be construed in accordance with and governed by the internal laws of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunder, in respect of any Collateral are governed by the law of a jurisdiction other than New York. (b) THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILYTHIS SUPPLEMENTAL INDENTURE, AND INTENTIONALLY WAIVE ALL DISPUTES, ACTIONS, OR CLAIMS OF ANY KIND (WHETHER IN CONTRACT, TORT, OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF, OR RELATE TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY). EACH OF THE ISSUER, THE GUARANTORS, THE TRUSTEE AND THE SECURITY AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION LEGAL PROCEEDING ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT AND SUPPLEMENTAL INDENTURE OR THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. (c) For purposes of any TRANSACTIONS CONTEMPLATED HEREBY. Any legal suit, action or other legal proceeding relating to arising out of or based upon this Agreement Supplemental Indenture or the other Loan Documents transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the enforcement of any provision of this Agreement or the Loan Documents, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in each case located in the borough Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably and unconditionally submits to the United States District Court for the Southern District non-exclusive jurisdiction of New York for the purposes of such courts in any such suit, action or legal proceeding. Service of any process, including summons, notice or document by mail (to enforce the extent allowed under any settlement, order applicable statute or award; and agrees that rule of court) to such state and federal courts party’s address set forth in Section 13.02 of the Indenture shall be deemed to be a convenient forum; and waives and agrees not to assert (by way effective service of motionprocess for any suit, as a defense action or otherwise), other proceeding brought in any such legal court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding commenced in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any claim that such party is not subject personally to the jurisdiction of such courtsuit, that such legal action or other proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that the Loan Documents or the subject matter thereof may not be enforced in or by such court. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement shall be construed THIS INDENTURE, EACH DEBT SECURITY AND EACH GUARANTEE OF A GUARANTOR SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE, AND EACH HOLDER OF A DEBT 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 DEBT SECURITIES. THE GUARANTEE GUARANTOR OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. The Company and each Guarantor irrevocably consents and submits, for itself and in accordance with and governed by respect of any of its assets or property, to the internal laws nonexclusive jurisdiction of any court of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunderUnited States Federal court sitting, in respect each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any Collateral are governed by the law of a jurisdiction other than New York. (b) THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. (c) For purposes of appellate court from any thereof in any suit, action or other legal proceeding relating to that may be brought in connection with this Agreement Indenture or the other Loan Documents or Securities, and waives any immunity from the enforcement jurisdiction of any provision of this Agreement or the Loan Documentssuch courts. The Company and each Guarantor irrevocably waives, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the United States District Court for the Southern District of New York for the purposes of fullest extent permitted by law, any objection to any such suit, action or legal proceedingproceeding that may be brought in such courts whether on the grounds of venue, including to enforce any settlement, order residence or award; and agrees domicile or on the ground that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such courtsuit, that such legal action or proceeding has been brought in an inconvenient forum. The Company and each Guarantor 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 venue Company and the Guarantors, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s or Guarantor’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such proceeding is improper suit, action or that the Loan Documents or the subject matter thereof may not be enforced in or by such courtproceeding. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement shall be construed and any claim, controversy, dispute or cause of action (whether in accordance with contract or tort or otherwise) based upon, arising out of or relating to this Agreement and governed by the internal laws of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunder, in respect of any Collateral are governed by the law of a jurisdiction other than New York.transactions (b) THE PARTIES HERETO HEREBY KNOWINGLYThe Borrower irrevocably and unconditionally agrees that it will not commence any action, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. (c) For purposes litigation or proceeding of any suitkind or description, action whether in law or other legal proceeding equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender or any Related Party of any of the foregoing in any way relating to this Agreement or the any other Loan Documents Document or the enforcement of transactions relating hereto or thereto, in any provision of this Agreement or the Loan Documents, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and forum other than the United States District Court for the Southern District of New York for sitting in the purposes Borough of any such suit, action Manhattan (or legal proceeding, including to enforce any settlement, order or award; and agrees that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in if such court any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that the Loan Documents or the lacks subject matter thereof may not be enforced in or by such court. (d) Each party hereto agrees to jurisdiction, the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts Supreme Court of the State of New York sitting in the borough Borough of Manhattan Manhattan), and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of such courts and agrees that all claims in respect of any action, litigation or proceeding may be heard and determined in such Federal (to the United States District Court for the Southern District of extent permitted by law) or New York State court. Each party hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in connection therewith hereby waivesother jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action, and agrees not litigation or proceeding relating to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York this Agreement or any other Loan Document against any Loan Party or any of its properties in the courts of any jurisdiction. The Borrower hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action, litigation or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in this paragraph. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01 of the Credit Agreement. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (c) EACH PARTY HERETO HEREBY IRREVOCABLY 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 AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (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 AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5. SECTION 6.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THERETO (a) This Agreement shall be construed OTHER THAN N.Y. GENERAL OBLIGATIONS LAW § 5-1401). 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 TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The Company irrevocably consents and submits, for itself and in accordance with and governed by respect of any of its assets or property, to the internal laws nonexclusive jurisdiction of any court of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunderUnited States Federal court sitting, in respect each case, in the Borough of Manhattan, Txx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any Collateral are governed by the law of a jurisdiction other than New York. (b) THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. (c) For purposes of appellate court from any thereof in any suit, action or other legal proceeding relating to that may be brought in connection with this Agreement Indenture or the other Loan Documents or Securities, and waives any immunity from the enforcement jurisdiction of any provision of this Agreement or the Loan Documentssuch courts. The Company irrevocably waives, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the United States District Court for the Southern District of New York for the purposes of fullest extent permitted by law, any objection to any such suit, action or legal proceedingproceeding that may be brought in such courts whether on the grounds of venue, including to enforce any settlement, order residence or award; and agrees domicile or on the ground that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such courtsuit, that such legal action or proceeding has been brought in an inconvenient forum. The Company 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 venue Company, and 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 proceeding is improper suit, action or that the Loan Documents or the subject matter thereof may not be enforced in or by such courtproceeding. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement Indenture and the Notes shall be governed by, and construed in accordance with and governed by with, the internal laws of the State of New York York; except for (as permitted by Section 5-1401 other than in respect of the New York General Obligations Law Trustee’s own rights, duties and immunities) (or any similar successor provisioni) Section 10.1(b) and the corresponding subordination and ranking provisions of each Series of such Subordinated Notes pursuant to Section 3.1 and in the terms of such Subordinated Notes; (ii) Section 10.1(c) and, to the extent that “Waiver of Set-off” is specified pursuant to Section 3.1 as being applicable to such Senior Notes, Section 11.1(b) (in relation to waiver of set-off); and (iii) without giving effect in relation to any choice Note of law rule that would cause the application of any Series, Article XII (in relation to Irish Statutory Loss Absorption Powers), which shall, in each case, be governed by and construed in accordance with, the laws of Ireland, with the intention that such provisions be given full effect in any insolvency proceeding relating to the Issuer in Ireland. EACH OF THE ISSUER AND THE TRUSTEE, 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 OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. The Issuer irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction other than the internal laws of any court of the State of New York to the rights and duties of the parties, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunderany United States Federal court sitting, in respect each case, in the Borough of any Collateral are governed by the law Manhattan, The City of a jurisdiction other than New York. (b) THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILYNew York, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OFUnited States of America, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. (c) For purposes of and any appellate court from any thereof in any suit, action or other legal proceeding relating to that may be brought in connection with this Agreement Indenture or the other Loan Documents or Notes, and waives any immunity from the enforcement jurisdiction of any provision of this Agreement or the Loan Documentssuch courts. The Issuer irrevocably waives, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the United States District Court for the Southern District of New York for the purposes of fullest extent permitted by law, any objection to any such suit, action or legal proceedingproceeding that may be brought in such courts whether on the grounds of venue, including to enforce any settlement, order residence or award; and agrees domicile or on the ground that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such courtsuit, that such legal action or proceeding has been brought in an inconvenient forum. The Issuer 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 venue Issuer, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Issuer’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such proceeding is improper suit, action or that proceeding. Nothing in this Indenture shall affect the Loan Documents or the subject matter thereof may not be enforced right to serve process in or any other manner permitted by such court. (d) Each party hereto agrees law. Without prejudice to the entry of an order foregoing, in the event that any legal action, suit or proceedings with respect to enforce any resolutionSection 10.1(c), settlement, order or award made pursuant to this Section by 11.1(b) and Article XII are commenced in the courts of Ireland, each Holder irrevocably accepts the State non-exclusive jurisdiction of New York sitting in such courts and waives any objection to the borough courts of Manhattan Ireland on the grounds that they are an inconvenient or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not inappropriate forum to assert by way of motion, as a defense, or otherwise, settle any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdictiondispute.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed under and in accordance with and governed by the internal laws Laws of the State of New York (as permitted by Section 5-1401 of Maryland, excluding the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunder, in respect of any Collateral are governed by the law of a jurisdiction other than New YorkLaw rules thereof. (b) THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ACTION OR PROCEEDING ARISING OUT OFOF OR RELATING TO THIS AGREEMENT, UNDER ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER EXISTING, AND WHETHER SOUNDING IN CONNECTION CONTRACT, TORT OR OTHERWISE. THE PARTIES HERETO AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT BETWEEN OR AMONG THE PARTIES HERETO IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT AND THE AGREEMENT, ANY OTHER LOAN DOCUMENTS, THIS WAIVER BEING TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSCOURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. (c) For purposes Each of the Sellers’ Representative, the Sellers and the Purchaser agrees that any suit, legal action or other legal proceeding relating with respect to this Agreement or the other Loan Documents or the for recognition and enforcement of any provision judgment in respect hereof brought by a Party hereto or its successors or assigns shall be brought and determined in the federal or state courts of this Agreement or the Loan Documents, Maryland and each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of Sellers’ Representative, the State of New York sitting in the borough of Manhattan Sellers and the United States District Court for the Southern District of New York for the purposes of Purchaser hereby submits with regard to any such suit, action or legal proceedingproceeding for himself/herself/itself and in respect to his/her/its property, including to enforce any settlementgenerally and unconditionally, order or award; and agrees that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that the Loan Documents or the subject matter thereof may not be enforced in or by such court. (d) aforesaid courts. Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in Sellers’ Representative, the borough of Manhattan or Sellers and the United States District Court for the Southern District of New York and in connection therewith Purchaser hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim, or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that such resolution, settlement, order or award he/she/it is inconsistent with or violative not personally subject to the jurisdiction of the laws above named courts for any reason, (ii) that he/she/it or public policy his/her/its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such court (whether through judgment or otherwise), and (iii) to the laws fullest extent permitted by applicable law that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and (C) this Agreement, or the State of subject matter hereof, may not be enforced in or by either such court. (d) Notwithstanding anything to the contrary in this Section 12.06 (i) any claims or disputes relating to this Agreement brought against RBC shall be governed by New York law; and (ii) any legal action or proceeding with respect to this Agreement brought against RBC shall be in the exclusive jurisdiction of any other jurisdictionNew York state or federal court sitting in the Borough of Manhattan, New York, New York.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement shall Note, including the formation, breach, termination, validity, interpretation, and enforcement thereof, and all transactions contemplated by this Note, will in all respects be governed by, and construed in accordance with and governed by with, the internal laws of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) Utah, without giving effect to any choice principles or rules of law rule that conflict of laws, to the extent such principles or rules would cause permit or require the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the partiesanother jurisdiction. ANY LEGAL SUIT, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunderACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED EXCLUSIVELY IN THE FEDERAL OR STATE COURT SITTING IN THE STATE OF UTAH, or the remedies hereunderAND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, in respect of any Collateral are governed by the law of a jurisdiction other than New York. (b) ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY PREPAID EXPRESS COURIER TO SUCH PARTY’S ADDRESS SET FORTH HEREIN WILL 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 ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT OF TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND NOTE OR THE TRANSACTIONS CONTEMPLATED BY THIS NOTE. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER LOAN DOCUMENTSPARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) MAKES THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY VOLUNTARILY AND UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (C) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT NOTE AND THE TRANSACTIONS CONTEMPLATED BY THIS NOTE, AS APPLICABLE, BY, AMONG OTHER LOAN DOCUMENTSTHINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.3. (c) For purposes of any suit, action or other legal proceeding relating to this Agreement or the other Loan Documents or the enforcement of any provision of this Agreement or the Loan Documents, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the United States District Court for the Southern District of New York for the purposes of any such suit, action or legal proceeding, including to enforce any settlement, order or award; and agrees that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that the Loan Documents or the subject matter thereof may not be enforced in or by such court. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement shall be construed in accordance with and governed by the internal laws of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the partiesTHIS INDENTURE, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunderTHE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, or the remedies hereunderWITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, in respect of any Collateral are governed by the law of a jurisdiction other than New York. (b) TO THE PARTIES HERETO HEREBY KNOWINGLYFULLEST EXTENT PERMITTED BY APPLICABLE LAW, VOLUNTARILY, ANY AND INTENTIONALLY WAIVE THE ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION LEGAL PROCEEDING ARISING OUT OFOF OR RELATING TO THIS INDENTURE, UNDER THE NOTES OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. (c) For purposes of any TRANSACTIONS CONTEMPLATED HEREBY. Any legal suit, action or other legal proceeding relating to arising out of or based upon this Agreement Indenture, the Notes, the Note Guarantees or the other Loan Documents transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the enforcement of any provision of this Agreement or the Loan Documents, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in each case located in the borough of Manhattan and the United States District Court for the Southern District City of New York for (collectively, the purposes "SPECIFIED COURTS"), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or legal proceeding. Service of any process, including summons, notice or document by mail (to enforce the extent allowed under any settlement, order applicable statute or award; and agrees that rule of court) to such state and federal courts party's address set forth in Section 11.02 shall be deemed to be a convenient forum; and waives and agrees not to assert (by way effective service of motionprocess for any suit, as a defense action or otherwise), other proceeding brought in any such legal court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding commenced in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any claim that such party is not subject personally to the jurisdiction of such courtsuit, that such legal action or other proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that the Loan Documents or the subject matter thereof may not be enforced in or by such court. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. (a) This Agreement Revolving Note shall be governed by and construed in accordance with and governed by the internal substantive laws of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) York, without giving effect to any choice the conflict of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the partiesprovisions thereof. EXCEPT AS PROHIBITED BY LAW, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunder, in respect of any Collateral are governed by the law of a jurisdiction other than New York. (b) THE PARTIES HERETO BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE WAIVES 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 AGREEMENT REVOLVING NOTE. THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS AND CONSENTS, FOR ITSELF AND ITS PROPERTY, TO THE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE CITY OF NEW YORK OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS REVOLVING NOTE OR ANY OF THE OTHER TRANSACTION DOCUMENTS, AND THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. THE BORROWER HEREBY AGREES THAT SERVICE OF COPIES OF ANY SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION MAY BE MADE BY MAILING BY CERTIFIED MAIL OR DELIVERING A COPY OF SUCH PROCESS TO THE BORROWER AT THE BORROWER’S ADDRESS AS SPECIFIED IN SECTION 10.5 OF THE LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSAGREEMENT. (c) For purposes of any suit, action or other legal proceeding relating to this Agreement or the other Loan Documents or the enforcement of any provision of this Agreement or the Loan Documents, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the United States District Court for the Southern District of New York for the purposes of any such suit, action or legal proceeding, including to enforce any settlement, order or award; and agrees that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that the Loan Documents or the subject matter thereof may not be enforced in or by such court. (d) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of the State of New York sitting in the borough of Manhattan or the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction.