This Agreement shall in all respects be construed in accordance with and governed by the substantive laws of the State of New York, without reference to its conflicts of law rules. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts sitting in Chicago, Illinois, and agrees to appear in any such court with respect to, any dispute hereunder or in connection herewith, or any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in and if the Holder is not otherwise subject to service of process in the State of Illinois, the Holder hereby appoints Registered Agent Solutions, Inc. as its agent in the State of Illinois for acceptance of legal process and agrees that service made on such agent shall have the same legal force and effect as if served upon Holder personally within such state. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement, and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.