AGREEMENT, AND ANY ISSUE, CLAIM OR PROCEEDING ARISING
OUT OF, OR RELATING TO, THIS AGREEMENT OR ANY OTHER DOCUMENT OR THE CONDUCT OF
THE PARTIES HERETO, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN
CONTRACT, TORT OR OTHERWISE, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.
ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER DOCUMENT MAY BE BROUGHT
IN ANY STATE OR FEDERAL COURT SITTING IN THE COMMONWEALTH OF MASSACHUSETTS, AND,
BY EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER DOCUMENTS, AS
APPLICABLE, THE COMPANY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS FOR SUCH ACTION OR PROCEEDING.
THE COMPANY FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS ADDRESS FOR NOTICES
PURSUANT TO SECTION 13.1 HEREOF, SUCH SERVICE TO BECOME EFFECTIVE 15 DAYS AFTER
SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY NOTEHOLDER TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.
13.6.3.
THE COMPANY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE VENUE OF ANY OF THE AFORESAID ACTIONS OR
PROCEEDINGS ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER
DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN SECTION 13.6.2 ABOVE AND FURTHER
IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY
SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
13.6.4.
EACH OF THE PARTIES TO THIS AGREEMENT WAIVES TO THE EXTENT
NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES.
13.7.
WAIVER OF JURY TRIAL.
TO THE EXTENT NOT PROHIBITED
BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH OF THE PARTIES HERETO WAIVES, AND
COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR
OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE,
CLAIM OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENT OR THE
SUBJECT MATTER HEREOF OR THEREOF OR ANY OBLIGATION OR IN ANY WAY CONNECTED WITH
THE DEALINGS OF THE NOTEHOLDERS OR THE COMPANY IN CONNECTION WITH ANY
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OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER
IN CONTRACT, TORT OR OTHERWISE.
THE COMPANY ACKNOWLEDGES THAT IT HAS BEEN
INFORMED BY THE NOTEHOLDERS THAT THE FOREGOING SENTENCE CONSTITUTES A MATERIAL
INDUCEMENT UPON WHICH EACH OF THE NOTEHOLDERS HAS RELIED AND WILL RELY IN
ENTERING INTO THIS