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

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of process for any such action. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws of the State of Delaware, regardless of the choice laws that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remediesthereof. In any action or suit among or between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)any of the Transactions, each of the parties: (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (iib) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iiic) agrees that it will not bring any such action or suit in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action or suit in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 10.9 shall be effective service of process for any such action. (b) action or suit. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR SUIT ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.1310.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating Each party to this Agreement (including i) irrevocably and unconditionally submits to the enforcement personal jurisdiction of any provision the federal courts of this Agreement), whether at law or the United States of America located in equity, whether in contract or in tort or otherwise, shall be governed by, the State of Delaware and construed and interpreted in accordance with, the laws Court of Chancery of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that any actions or proceedings arising in connection with this Agreement or the Transactions shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Court; Courts”), (iv) waives any claim of improper venue or any claim that those courts are an inconvenient forum and (iiiv) agrees that it will not bring any such action relating to this Agreement or the Transactions in any court other than the Chosen CourtCourts. Service The parties to this Agreement agree that mailing of process or other papers in connection with any process, summons, notice such action or document to any party’s address and proceeding in the manner set forth provided in Section 5.6 6.7 or in such other manner as may be permitted by applicable Law, shall be valid, effective and sufficient service of process for any such action. (b) thereof. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY HERETO HEREBY WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE MERGER OR ANY OTHER TRANSACTION. EACH PARTY ACKNOWLEDGES, AGREES AND HERETO (A) CERTIFIES THAT: (i) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED ENFORCE THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH FOREGOING WAIVER VOLUNTARILY; AND (ivB) ACKNOWLEDGES THAT IT HAS AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS WAIVER AND CERTIFICATIONS IN THIS SECTION 5.136.6.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any actionAction, suit dispute or other legal proceeding controversy arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, hereto shall be governed by, and construed and interpreted in accordance with, the laws Laws of the State of Delaware, regardless without regard to any applicable conflicts of the choice of laws law principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remediesthereof. In Each party agrees that any action between the parties or proceeding in respect of any claim arising out of or relating related to this Agreement or the transactions contemplated hereby shall be brought, heard, tried and determined exclusively in the Chosen Courts, and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Courts, (iib) irrevocably and unconditionally waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (c) irrevocably and unconditionally waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (d) agrees that it will not attempt to deny or defeat service of process upon such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring party in any such action or proceeding that is given in any court accordance with Section 6.7 of this Agreement or in such other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 as may be permitted by applicable Law shall be valid, effective and sufficient service of process for any such action. (b) thereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES ACKNOWLEDGES THAT: (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY SUCH ACTION, SUIT OR PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (iiII) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iiiIII) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; , AND (ivIV) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.136.6.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any actionAction, suit dispute or other legal proceeding controversy arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, hereto shall be governed by, and construed and interpreted in accordance with, the laws Laws of the State of Delaware, regardless without regard to any applicable conflicts of the choice of laws law principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remediesthereof. In Each Party agrees that any action between the parties or proceeding in respect of any claim arising out of or relating related to this Agreement (whether at law or the transactions contemplated hereby shall be brought, heard, tried and determined exclusively in equitythe Chosen Courts, whether and, solely in contract connection with claims arising under this Agreement or in tort or otherwise)the transactions that are the subject of this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Courts, (ii) agrees that it will not attempt irrevocably and unconditionally waives any objection to deny laying venue in any such action or defeat such jurisdiction by motion or other request for leave from proceeding in the Chosen Court; and Courts, (iii) irrevocably and unconditionally waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and (iv) agrees that it will not bring service of process upon such Party in any such action or proceeding that is given in any court accordance with Section 6(f) or in such other than the Chosen Court. Service of any processmanner as may be permitted by applicable Law, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be valid, effective and sufficient service of process for any such action. (b) thereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES ACKNOWLEDGES THAT: (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY SUCH ACTION, SUIT OR PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (iiII) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iiiIII) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; , AND (ivIV) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.136(e).

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreementa. THIS AGREEMENT SHALL BE GOVERNED BY, and any actionAND CONSTRUED IN ACCORDANCE WITH, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement)THE LAWS OF THE STATE OF NEW YORK, whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. b. Each Party irrevocably and unconditionally consents and submits to the exclusive jurisdiction of (i) the state courts of New York located in New York County, and venue of the Chosen Court; (ii) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement. Each Party agrees to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the state courts of New York located in New York County. Each Party further agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any such action in any court other than the Chosen Court. Service service of any process, summons, notice or document by the U.S. registered mail to any partysuch Party’s respective address and in the manner set forth in Section 5.6 above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 11.4.b. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Contemplated Transactions in (x) the state courts of New York located in New York County, and (y) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (b) c. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY WAIVES ITS RIGHT TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTISSUE BY JURY. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: Each Party (i) NO REPRESENTATIVEcertifies that no representative, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDagent or attorney of the other Party has represented, EXPRESSLY OR OTHERWISEexpressly or otherwise, THAT SUCH OTHER PARTY WOULDthat such Party would not, IN THE EVENT OF LITIGATIONin the event of any action, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; suit or proceeding, seek to enforce the foregoing waiver and (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYacknowledges that it and the other Party has been induced to enter into this Agreement, AMONG OTHER THINGSby, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13among other things, the mutual waiver and certifications in this Section 11.4.c.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), ) (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between any of the parties hereto arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the partiesparties hereto: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware); (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 6.7 shall be effective service of process for any such action. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.136.13.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any actionAction, suit dispute or other legal proceeding controversy arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, hereto shall be governed by, and construed and interpreted in accordance with, the laws Laws of the State of Delaware, regardless without regard to any applicable conflicts of the choice of laws law principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remediesthereof. In Each Party agrees that any action between the parties or proceeding in respect of any claim arising out of or relating related to this Agreement (whether at law or the transactions contemplated hereby shall be brought, heard, tried and determined exclusively in equitythe Chosen Courts, whether and, solely in contract connection with claims arising under this Agreement or in tort or otherwise)the transactions that are the subject of this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Courts, (ii) agrees that it will not attempt irrevocably and unconditionally waives any objection to deny laying venue in any such action or defeat such jurisdiction by motion or other request for leave from proceeding in the Chosen Court; and Courts, (iii) irrevocably and unconditionally waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and (iv) agrees that it will not bring service of process upon such Party in any such action or proceeding that is given in any court accordance with Section 7(f) or in such other than the Chosen Court. Service of any processmanner as may be permitted by applicable Law, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be valid, effective and sufficient service of process for any such action. (b) thereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES ACKNOWLEDGES THAT: (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY SUCH ACTION, SUIT OR PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (iiII) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iiiIII) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; , AND (ivIV) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.137(e).

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit all claims or other legal proceeding arising out causes of or relating to this Agreement action (including the enforcement of any provision of this Agreement), whether at law or in equityLaw, whether in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by, by and construed and interpreted in accordance with, with the internal laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, as without giving effect to all mattersany choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. The parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in New Castle County, including matters Delaware (or, if (and only if) the Court of validityChancery of the State of Delaware shall be unavailable, constructionany other court of the State of Delaware or, effectin the case of claims to which the federal courts have exclusive subject matter jurisdiction, enforceabilityany federal court of the United States of America sitting in the State of Delaware) and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, performance and remediesaction, or other proceeding. In any action between furtherance of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)foregoing, each of the parties: parties (i) irrevocably and unconditionally consents and submits to waives the exclusive jurisdiction and venue defense of the Chosen Court; inconvenient forum, (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion commence any suit, action or other request for leave from proceeding arising out of this Agreement or the Chosen Court; Contemplated Transactions other than in any such court, and (iii) agrees that it will not bring a final judgment in any such action suit, action, or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any court other than manner provided by Law. Each of the Chosen Court. Service parties hereto irrevocably consents to the service of any processsummons and complaint and any other process in any other action relating to the Merger, summonson behalf of itself or its property, notice or document by the personal delivery of copies of such process to such party. Nothing in this Section 9.5(a) shall affect the right of any party’s address and party hereto to serve legal process in the any other manner set forth in Section 5.6 shall be effective service of process for any such actionpermitted by Law. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT AGREEMENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13CONTEMPLATED TRANSACTIONS.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding Legal Proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), any of the Contemplated Transactions or the legal relationship of the Parties (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between any of the parties Parties arising out of or relating to this Agreement Agreement, any of the Contemplated Transactions or the legal relationship of the Parties (whether at law or in equity, whether in contract or in tort or otherwise), each of the partiesParties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware); (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any partyParty’s address and in the manner set forth in Section 5.6 9.8 shall be effective service of process for any such action. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (aA) This AgreementAgreement is made under, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws Legal Requirements of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Court of Chancery of the State of Delaware, regardless and each of the choice parties hereby irrevocably consents to the jurisdiction of laws principles or any borrowing statute such court (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Legal Requirements, any objection that it may now or hereafter have to the laying of Delawarethe venue of such suit, as to all mattersaction or proceeding in any such court or that any such suit, including matters action or proceeding brought in any such court has been brought in an inconvenient forum. Each of validity, construction, effect, enforceability, performance and remedies. In any action between the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Legal Requirements. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Legal Requirements. Each party hereto agrees not to commence any legal proceedings relating to or arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any such action transactions contemplated hereby in any court jurisdiction or courts other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of process for any such actionas provided herein. (bB) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iA) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT ENFORCE EITHER OF SUCH WAIVER; WAIVERS, (iiB) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; WAIVERS, (iiiC) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; , AND (ivD) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.138.5(b).

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement is made under, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws Legal Requirements of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Court of Chancery of the State of Delaware, regardless and each of the choice parties hereby irrevocably consents to the jurisdiction of laws principles or any borrowing statute such court (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Legal Requirements, any objection that it may now or hereafter have to the laying of Delawarethe venue of such suit, as to all mattersaction or proceeding in any such court or that any such suit, including matters action or proceeding brought in any such court has been brought in an inconvenient forum. Each of validity, construction, effect, enforceability, performance and remedies. In any action between the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Legal Requirements. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Legal Requirements. Each party hereto agrees not to commence any legal proceedings relating to or arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any such action transactions contemplated hereby in any court jurisdiction or courts other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of process for any such actionas provided herein. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iA) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT ENFORCE EITHER OF SUCH WAIVER; WAIVERS, (iiB) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; WAIVERS, (iiiC) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; , AND (ivD) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.138.5(b).

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws of the State of Delaware, regardless of the choice laws that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remediesthereof. In any action between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)any of the Merger, each of the parties: (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (iib) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iiic) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 9.9 shall be effective service of process for any such action. (b) . EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE MERGER. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws Laws of the State of Delaware, regardless of the choice Laws that might otherwise govern under applicable principles of laws principles or any borrowing statute conflicts of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedieslaws. In any action or proceeding between any of the parties Parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)any of the Contemplated Transactions, each of the partiesParties: (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (iib) agrees that it will all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not attempt to deny or defeat such have jurisdiction by motion or other request for leave from the Chosen Courtover any Party; and (iiie) agrees that it will not bring service of process upon such Party in any such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 proceeding shall be effective service if notice is given in accordance with Section 10.8 of process for any such actionthis Agreement. (b) EACH PARTY ACKNOWLEDGES THAT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CONTROVERSY THAT MAY ARISE RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT IS LIKELY OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY ACTION ARISING OUT OF THE CONTEMPLATED TRANSACTIONS, IN EACH CASE WHETHER NOW EXISTING OR RELATING TO THIS AGREEMENTHEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY ACKNOWLEDGES, HEREBY AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVECONSENTS THAT ANY SUCH CLAIM, AGENT DEMAND, ACTION, OR ATTORNEY CAUSE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK PARTIES TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out all Claims and causes of or relating to this Agreement action (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate to this Agreement or the negotiation, execution, performance or subject matter hereof, shall be governed by, and construed and interpreted in accordance with, by the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless without giving effect to principles of conflicts of law. Except as set forth in Section 2.4, in any action among or between any of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties Parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)Agreement, each of the parties: Party (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the U.S. District Court for the District of Delaware, (iib) agrees that it will all Claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 8.5, (c) waives any objection to laying venue in any such action or proceeding in such courts, (d) waives any objection that any such court is an inconvenient forum or does not attempt to deny or defeat such have jurisdiction by motion or other request for leave from the Chosen Court; over any Party and (iiie) agrees that it will not bring service of process upon such Party in any such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of if such process for any such action. (b) is given as a notice in accordance with Section 8.9. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION CLAIM ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws of the State of Delaware, regardless of the choice laws that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. thereof. (b) In any action between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), any of the Contemplated Transactions each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware); (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 9.9 shall be effective service of process for any such action. (bc) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF EITHER OF SUCH WAIVERWAIVERS; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERWAIVERS; (iii) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5(c).

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws of the State of Delaware, regardless of the choice laws that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. thereof. (b) In any action between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), any of the Contemplated Transactions each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware); (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 8.9 shall be effective service of process for any such action. (bc) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF EITHER OF SUCH WAIVERWAIVERS; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERWAIVERS; (iii) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.138.5(c).

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement and any Legal Proceeding relating to or arising out of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any Legal Proceeding among or between or brought by any of the parties in respect of the interpretation and enforcement of the provisions of this Agreement or any matter relating to or arising out of this Agreement or the Transactions, each of the parties: (a) This Agreementirrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the New York State Supreme Court located in New York, New York (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and any action, suit unconditionally consents and submits to the jurisdiction of the United States District Court for the Southern District) (the "Chosen Courts"); (b) hereby waives and agrees that it will not attempt to deny or defeat such jurisdiction of the Chosen Courts by motion or other legal proceeding arising out request for leave from such courts; and (c) irrevocably agrees that it will not bring any such Legal Proceeding in any court other than the Chosen Courts; provided that, notwithstanding anything in the foregoing to the contrary, no party hereto, nor any of its Affiliates, will bring, or relating to this Agreement (including the enforcement of support, any provision of this Agreement)claim, whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted against any Debt Financing Source in accordance with, the laws any way relating to this Agreement or any of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all mattersTransactions, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties dispute arising out of or relating in any way to this Agreement (whether at law the Commitment Letters or the performance thereof, anywhere other than in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to any New York State court sitting in the exclusive jurisdiction and venue Borough of the Chosen Court; Manhattan or (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request the United States District Court for leave from the Chosen Court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtSouthern District of New York. Service of any process, summons, notice or document to any party’s 's address and in the manner set forth in Section 5.6 10.6 shall be effective service of process for any such action. (b) Legal Proceeding. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE DEBT FINANCING AND THE EQUITY FINANCING), THE GUARANTEE OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.1310.4.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), ) (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between any of the parties hereto arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the partiesparties hereto: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware unless (A) the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware, or (B) the Chancery Court declines to accept jurisdiction over a particular matter, in which case in any other state or federal court within the State of Delaware; (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware (unless (A) the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware, or (B) the Chancery Court declines to accept jurisdiction over a particular matter, in which case in any other state or federal court within the State of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 8.06 shall be effective service of process for any such action. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.138.13.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), any of the Contemplated Transactions or the legal relationship of the parties to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action action, suit or other legal proceeding between any of the parties arising out of or relating to this Agreement, any of the Contemplated Transactions or the legal relationship of the parties to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 9.8 shall be effective service of process for any such action. (b) Notwithstanding anything to the contrary contained in this Agreement, each of the parties agrees that: (i) it will not bring or support any action, suit or other legal proceeding against the Financing Sources or any of the Financing Source Related Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, including any dispute relating to the Debt Financing, in any forum other than the United States federal court located in, or if that court does not have subject matter jurisdiction, in New York state court located in, the Borough of Manhattan in the City of New York, New York; (ii) all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources or any of the Financing Source Related Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, including any claims or causes of action relating to the Debt Financing shall be exclusively governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof; and (iii) the provisions of Section 9.5(c) relating to the waiver of jury trial shall apply to any legal proceeding described in clause “(i)” above. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS (INCLUDING ANY ACTION AGAINST ANY FINANCING SOURCE OR ANY FINANCING SOURCE RELATED PARTIES IN RESPECT OF THE DEBT FINANCING, THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS). EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementTHIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT, SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. (b) Each of the parties (i) irrevocably consents to the service of the summons and complaint and any action, suit other process (whether inside or other legal proceeding arising out outside the territorial jurisdiction of or the Chosen Courts) in any Legal Proceeding relating to this Agreement, the Merger Agreement (including or the enforcement transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 5.6 or in such other manner as may be permitted by applicable law, and nothing in this Section 5.13 will affect the right of any provision of this Agreement), whether at law or Party to serve legal process in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties arising out of or relating to this Agreement other manner permitted by applicable law; (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (iii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction and venue of the Chosen CourtCourts in the event that any dispute or controversy arises out of this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby; (iiiii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the any Chosen Court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (iiivi) agrees that it will not bring any such action Legal Proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby in any court other than the Chosen CourtCourts. Service of Each Party agrees that a final judgment in any process, summons, notice or document to any party’s address and Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner set forth in Section 5.6 shall be effective service of process for any such actionprovided by applicable Law. (bc) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, XXXXXXXX CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE EQUITY COMMITMENT LETTER, THE GUARANTEE, THE MERGER AGREEMENT, OR THE MERGER. EACH PARTY ACKNOWLEDGES, ACKNOWLEDGES AND AGREES AND CERTIFIES THAT: THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; (iii) IT MAKES SUCH THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out all Actions and causes of or relating to this Agreement action (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity), that may be based on this Agreement, arise out of this Agreement or relate hereto or to the Merger, the other transactions contemplated hereby or the negotiation, execution, performance or subject matter hereof, shall be governed by, and construed and interpreted in accordance with, by the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless without giving effect to principles of conflicts of law. For any Action or cause of action that may be based on this Agreement, arise out of this Agreement or relate hereto or to the choice of laws principles Merger, the other transactions contemplated hereby or any borrowing statute of the State of Delawarenegotiation, as to all matters, including matters of validity, construction, effect, enforceabilityexecution, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)subject matter hereof, each of the parties: Party (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, (ii) agrees that it will not attempt to deny or defeat all such jurisdiction by motion or other request for leave from Actions and causes of action shall be heard and determined exclusively under the Chosen Court; and foregoing clause (i), (iii) waives any objection to laying venue in any such Actions or cause of action in such courts, (iv) waives any objection that any such court is an inconvenient forum or does not have jurisdiction over any Party and (v) agrees that it will not bring service of process upon such Party in any such Action or cause of action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of if such process for any such action. (b) is given as a notice under Section 6.4. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OR CAUSE OF ACTION THAT MAY BE BASED ON THIS AGREEMENT, ARISE OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGSOR RELATE HERETO OR TO THE MERGER, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THE NEGOTIATION, EXECUTION, PERFORMANCE OR SUBJECT MATTER HEREOF.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any actionAction, suit dispute or other legal proceeding controversy arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, hereto shall be governed by, and construed and interpreted in accordance with, the laws Laws of the State of Delaware, regardless without regard to any applicable conflicts or choice of law principles thereof. Each of the choice Parties hereby irrevocably and unconditionally (1) consents to submit itself to the personal jurisdiction of laws principles or any borrowing statute the Court of Chancery of the State of DelawareDelaware or, as to all mattersif such court lacks subject matter jurisdiction, including matters any federal court located in the State of validity, construction, effect, enforceability, performance and remedies. In Delaware in the event of any action between the parties dispute arising out of or relating related to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each any of the parties: transactions contemplated hereby, (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii2) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Court; and any such court, (iii3) agrees that it will not not, and waives any right to, bring any such action Action relating to or arising out of this Agreement or any of the transactions contemplated hereby in any court other than the Chosen CourtCourt of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware, and (4) waives any objection that it may now or hereafter have to the venue of any such Action in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware or that such Action was brought in an inconvenient forum and agrees not to plead or claim the same. Service Each of the Parties hereby agrees that and consents to service of any process, summons, notice or document by U.S. registered mail to any party’s address and in the manner respective addresses set forth in Section 5.6 9(g) shall be effective service of process for any such actionAction in connection with this Agreement or the transactions contemplated hereby. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), ) (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between any of the parties hereto arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the partiesparties hereto: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware); (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 6.5 shall be effective service of process for any such action. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.136.12.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out all Actions and causes of or relating to this Agreement action (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity), that may be based on this Agreement, arise out of this Agreement or relate hereto or to the Merger, the other transactions contemplated hereby or the negotiation, execution, performance or subject matter hereof, shall be governed by, and construed and interpreted in accordance with, by the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless without giving effect to principles of conflicts of law. For any Action or cause of action that may be based on this Agreement, arise out of this Agreement or relate hereto or to the choice of laws principles Merger, the other transactions contemplated hereby or any borrowing statute of the State of Delawarenegotiation, as to all matters, including matters of validity, construction, effect, enforceabilityexecution, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)subject matter hereof, each of the parties: Party (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, (ii) agrees that it will not attempt to deny or defeat all such jurisdiction by motion or other request for leave from Actions and causes of action shall be heard and determined exclusively under the Chosen Court; and foregoing clause (i), (iii) waives any objection to laying venue in any such Actions or cause of action in such courts, (iv) waives any objection that any such court is an inconvenient forum or does not have jurisdiction over any Party and (v) agrees that it will not bring service of process upon such Party in any such Action or cause of action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of if such process for any such actionis given as a notice under Section 8.4. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR CAUSE OF ACTION THAT MAY BE BASED ON THIS AGREEMENT, ARISE OUT OF THIS AGREEMENT OR RELATE HERETO OR TO THE MERGER, THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THE NEGOTIATION, EXECUTION, PERFORMANCE OR SUBJECT MATTER HEREOF. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESNotwithstanding anything to the contrary herein and without limiting Section 8.10, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVEno Party or its controlled Affiliates shall bring or support any Actions or causes of action (whether in contract or in tort or otherwise, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDor whether at law (including at common law or by statute) or in equity) against any Financing Source or any of their respective directors, EXPRESSLY OR OTHERWISEofficers, THAT SUCH OTHER PARTY WOULDemployees, IN THE EVENT OF LITIGATIONequityholders, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; Representatives, advisors and Affiliates (collectively, the “Financing Source Parties”) (in each case, in such capacity) in any way relating to this Agreement or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; all claims, cross-claims, third party-claims or causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) against any of the Financing Source Parties (in each case, in such capacity) in any way relating to this Agreement or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Financing or the performance thereof, shall be exclusively governed by, and construed in accordance with, the internal Laws of the State of New York, without giving effect to principles or rules of choice or conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction and (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND each Party hereby irrevocably and unconditionally waives and shall cause its Affiliates to waive any right such party may have to a trial by jury in respect of any litigation (ivwhether in contract or in tort or otherwise, or whether at law (including at common law or by statute) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYor in equity) against any of the Financing Source Parties (in each case, AMONG OTHER THINGSin such capacity) directly or indirectly arising out of or relating in any way to this Agreement, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13including any dispute arising out of or relating in any way to the Financing or the performance thereof.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws of the State of Delaware, regardless of the choice laws that might otherwise govern under applicable principles of conflicts of laws principles or thereof (it being understood, however, that with respect to any borrowing statute matters of corporate law required to be governed by the laws of the State of DelawareMontana, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. such laws shall apply). (b) In any action between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), any of the Contemplated Transactions each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware); (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 9.9 shall be effective service of process for any such action. (bc) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF EITHER OF SUCH WAIVERWAIVERS; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERWAIVERS; (iii) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5(c).

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement and all claims or causes of action (whether in contract, and any actiontort or otherwise) that may be based upon, suit or other legal proceeding arising arise out of or relating relate to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws of the State of Delaware, regardless of the choice laws that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. thereof. (b) In any action between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)any of the Contemplated Transactions, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state court of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United Xxxxxx Xxxxxxxx Xxxxx for the District of Delaware); (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will not bring any such action in any court other than the Chosen Courtsuch courts. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 9.9 shall be effective service of process for any such action. Without limiting the obligations of the parties to provide notice as set forth in Section 9.9, each party hereto irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for the acceptance of service of process in any such action or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the aforesaid courts and each party hereto stipulates that such consent and appointment is irrevocable and coupled with an interest. Notwithstanding the foregoing in this Section 9.5(b), a party may commence any legal action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (bc) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF EITHER OF SUCH WAIVERWAIVERS; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERWAIVERS; (iii) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5(c).

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement and all actions (awhether at law, in contract, in tort or otherwise) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including Agreement, the enforcement of any provision negotiation, validity or performance of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, Agreement and the Transactions shall be governed by, and construed and interpreted in accordance with, the laws of the State of DelawareNew York, regardless of the choice laws that might otherwise govern under applicable principles of laws principles conflicts of laws. All actions and proceedings (whether at law, in contract, in tort or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties otherwise) arising out of or relating to this Agreement, the negotiation, validity or performance of this Agreement and the Transactions shall be heard and determined in the state and federal courts in the State of New York located in the Borough of Manhattan, and the parties irrevocably submit to the jurisdiction of such courts (whether at law or and, in equitythe case of appeals, whether in contract or in tort or otherwisethe appropriate appellate court therefrom), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of New York and shall have no effect for any court purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the Chosen Courtparties hereto. Service Each of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective parties hereto hereby agree that service of process may be made on such party, by delivering a copy of any summons, complaint or other process to such party at its address for notices set forth in, and in accordance with the terms of, Section 9.8, and that any such action. (b) delivery shall constitute valid and lawful service of process against such party, without necessity for service by any other means provided by statute or rule of court. The parties agree that service of any court paper may also be made in any manner as may be provided under the applicable Laws or court rules governing service of process in such courts. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE AND ALL RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING (WHETHER AT LAW, IN CONTRACT, IN TORT OR OTHERWISE) ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws Legal Requirements of the State of Delaware, regardless of the choice Legal Requirements that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. thereof. (b) In any action between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)any of the transactions contemplated hereby, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware); (ii) agrees that it will shall not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will shall not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 6.8 shall be effective service of process for any such action. (bc) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF EITHER OF SUCH WAIVERWAIVERS; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERWAIVERS; (iii) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.136.4(c).

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws Legal Requirements of the State of Delaware, regardless of the choice Legal Requirements that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. thereof. (b) In any action between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)any of the Contemplated Transactions, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware); (ii) agrees that it will shall not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will shall not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 9.9 shall be effective service of process for any such action. (bc) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF EITHER OF SUCH WAIVERWAIVERS; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERWAIVERS; (iii) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5(c).

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice laws that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute thereof. (b) Each of the parties irrevocably and unconditionally (i) consents to submit itself to the sole and exclusive personal jurisdiction of the state courts of the State of DelawareDelaware or any court of the United States located in the State of Delaware in connection with any dispute, as to all mattersclaim, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties or controversy arising out of or relating to this Agreement (whether at law or in equitythe transactions contemplated hereby, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Court; any such court, and (iii) agrees that it will shall not bring any such action action, suit, or proceeding in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby in any court or tribunal other than the Chosen Courtstate courts of the State of Delaware or any court of the United States located in the State of Delaware. Service Each of the parties hereto irrevocably and unconditionally consents to service being made through the notice procedures set forth in Section 6.6. Each of the parties hereto hereby agrees that service of any process, summons, notice or document by prepaid certified or registered mail to any party’s address and in the manner respective addresses set forth in Section 5.6 6.6 shall be effective service of process for any such action, suit, or proceeding in connection with any dispute, claim, or controversy arising out of or relating to this Agreement and any of the transactions contemplated hereby. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable law. (bc) EACH PARTY ACKNOWLEDGES THAT OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CONTROVERSY THAT MAY ARISE RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT IS LIKELY OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY ACTION ARISING OUT OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR RELATING HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH OF THE PARTIES TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREEMENT HEREBY AGREES AND CERTIFIES CONSENTS THAT: (i) NO REPRESENTATIVE, AGENT ANY SUCH CLAIM, DEMAND, ACTION, OR ATTORNEY CAUSE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK PARTIES TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and interpreted and enforced in accordance with the laws Colorado, without regard to any applicable principles of conflicts of law that might require the application of the laws of any other jurisdiction. The parties hereto each hereby irrevocably submits to the exclusive jurisdiction of the the courts of Colorado (aor, if subject matter jurisdiction in that court is not available, in any state court located within Denver, Colorado) This Agreement, and over any action, suit or other legal proceeding dispute arising out of or relating to this Agreement (including Agreement. The parties hereto hereby waive, to the enforcement fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any provision of this Agreement)such suit, whether at law action or proceeding brought in equity, whether in contract or in tort or otherwise, shall be governed byan applicable court described herein, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees agree that it will they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any such action in any court other than the Chosen Courtcourt. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of process for any such action. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY HERETO HEREBY WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR EMPLOYEE’S EMPLOYMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: Each party hereto (i) NO REPRESENTATIVEcertifies that no representative, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDagent or attorney of any other party has represented, EXPRESSLY OR OTHERWISEexpressly or otherwise, THAT SUCH OTHER PARTY WOULDthat such party would not, IN THE EVENT OF LITIGATIONin the event of any action, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; suit or proceeding, seek to enforce the foregoing waiver and (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYacknowledges that it and the other party hereto has been induced to enter into this Agreement by, AMONG OTHER THINGSamong other things, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13the mutual waiver and certifications in this Section 6.2.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementTHE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, and AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAW. The Company agrees that any actionsuit, suit action or other legal proceeding against the Company arising out of or relating to based upon this Agreement (including or the enforcement transactions contemplated hereby may be instituted in any state or federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed bysuch proceeding, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the non-exclusive jurisdiction and venue of such courts in any suit, action or proceeding. The Company expressly accepts the Chosen Court; (ii) non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring a final judgment in any such action proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and court in the manner set forth in Section 5.6 shall jurisdiction to which the Company is or may be effective service of process for any subject by suit upon such action. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT judgment. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR RELATING IN ANY WAY RELATED TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT AGREEMENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), any of the Contemplated Transactions or the legal relationship of the Parties to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action action, suit or other legal proceeding between any of the parties Parties arising out of or relating to this Agreement, any of the Contemplated Transactions or the legal relationship of the Parties to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the partiesParties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any partyParty’s address and in the manner set forth in Section 5.6 9.9 shall be effective service of process for any such action. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding Legal Proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), any of the Contemplated Transactions or the legal relationship of the parties to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action Legal Proceeding between any of the parties arising out of or relating to this Agreement, any of the Contemplated Transactions or the legal relationship of the parties to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware); (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 9.9 shall be effective service of process for any such action. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), ) (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between any of the parties hereto arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the partiesparties hereto: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware); (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 6.6 shall be effective service of process for any such action. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.136.13.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice without giving effect to conflicts of laws principles or any borrowing statute (whether of the State of Delaware or otherwise) that would result in the application of the Legal Requirements of any other state; provided that notwithstanding the foregoing, the Merger, the Option Tax Ruling (if any), the Israeli Income Tax Ruling and any tax withholding under Israeli law in connection with the Merger and any consideration provided thereunder shall be governed by and construed in accordance with the laws of Israel. (b) Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In in any action between the parties Legal Proceeding arising out of or relating to this Agreement (whether at law or the agreements delivered in equityconnection herewith or the Transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, whether in contract or in tort or otherwise), and each of the parties: Parties hereby irrevocably and unconditionally (i) irrevocably and unconditionally consents and submits agrees not to commence any such Legal Proceeding except in the Court of Chancery of the State of Delaware or, to the exclusive jurisdiction and venue extent such court does not have subject matter jurisdiction, the United States District Court for the District of the Chosen Court; Delaware, (ii) agrees that it will any claim in respect of any such Legal Proceeding may be heard and determined in the Court of Chancery of the State of Delaware or, to the extent such court does not attempt to deny or defeat such jurisdiction by motion or other request have subject matter jurisdiction, the United States District Court for leave from the Chosen Court; and District of Delaware, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such Legal Proceeding in such courts and (iv) waives, to the fullest extent permitted by applicable Legal Requirements, the defense of an inconvenient forum to the maintenance of such Legal Proceeding in such courts. Each of the Parties hereto (A) agrees that it will not bring a final judgment in any such action Legal Proceeding shall be conclusive and may be enforced in other jurisdictions (including Israel) by suit on the judgment or in any other manner provided by applicable Legal Requirements and (B) waives any objection to the recognition and enforcement by a court in other than the Chosen Court. Service jurisdictions (including Israel) of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of process for any such actionfinal judgment. (bc) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE MERGER, OR THE OTHER AGREEMENTS TO BE ENTERED INTO IN CONNECTION HEREWITH, AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. EACH PARTY ACKNOWLEDGES, ACKNOWLEDGES AND AGREES AND CERTIFIES THAT: THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; (iii) IT MAKES SUCH THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.1310.5(C).

Applicable Law; Jurisdiction; Waiver of Jury Trial. (aA) This AgreementAgreement is made under, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws Legal Requirements of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Court of Chancery of the State of Delaware, regardless and each of the choice parties hereby irrevocably consents to the jurisdiction of laws principles or any borrowing statute such court (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Legal Requirements, any objection that it may now or hereafter have to the laying of Delawarethe venue of such suit, as to all mattersaction or proceeding in any such court or that any such suit, including matters action or proceeding brought in any such court has been brought in an inconvenient forum. Each of validity, construction, effect, enforceability, performance and remedies. In any action between the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Legal Requirements. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Legal Requirements. Each party hereto agrees not to commence any legal proceedings relating to or arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any such action transactions contemplated hereby in any court jurisdiction or courts other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of process for any such actionas provided herein. (bB) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iA) NO A-52 REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT ENFORCE EITHER OF SUCH WAIVER; WAIVERS, (iiB) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; WAIVERS, (iiiC) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; , AND (ivD) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.138.5(b).

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement is made under, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless without giving effect to principles of the choice conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedieslaw. In any action among or between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)Agreement, each of the parties: parties (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (iib) agrees that it will all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 7.5, (c) waives any objection to laying venue in any such action or proceeding in such courts, (d) waives any objection that such courts are an inconvenient forum or do not attempt to deny or defeat such have jurisdiction by motion or other request for leave from the Chosen Court; over any party, and (iiie) agrees that it will not bring service of process upon such party in any such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service if such process is given as a notice in accordance with Section 7.9 of process for this Agreement. Notwithstanding the foregoing, each of the parties hereto agrees that it shall not, and it shall use its commercially reasonable efforts to not permit any such of its Affiliates to, bring or support anyone else in bringing any action. , cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated hereby, including but not limited to any dispute arising out of or relating in any way to the Financing Letters, in any forum other than any New York State court or federal court sitting in the City of New York in the Borough of Manhattan (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT and appellate courts thereof).EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT AGREEMENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY THE TRANSACTIONS CONTEMPLATED HEREBY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN BY THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13FINANCING LETTERS.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreementletter agreement, and any actionall claims, suit or other legal proceeding arising out disputes and causes of or relating to this Agreement action (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate hereto or the negotiation, execution, performance or subject matter hereof, shall be governed by, and construed and interpreted in accordance with, by the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless without giving effect to principles of the choice conflicts of laws principles law. With respect to any such claim, dispute or any borrowing statute cause of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)action, each of the parties: Party (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, (iib) agrees that it will all such claims, disputes and causes of action shall be heard and determined exclusively in the courts identified in clause (g) of this Section 4, c) waives any objection to laying venue in any such claim, dispute or cause of action in such courts, (d) waives any objection that any such court is an inconvenient forum or does not attempt to deny or defeat such have jurisdiction by motion or other request for leave from the Chosen Court; over any Party and (iiie) agrees that it will not bring service of process upon such Party in any such claim, dispute or cause of action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of if such process for any such action. (b) is given as a notice the Purchase Agreement. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY CLAIM, DISPUTE OR CAUSE OF ANY ACTION ARISING THAT MAY BE BASED ON, ARISE OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGESRELATE HERETO OR THE NEGOTIATION, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVEEXECUTION, AGENT PERFORMANCE OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13SUBJECT MATTER HEREOF.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating Each party to this Agreement (including i) irrevocably and unconditionally submits to the enforcement personal jurisdiction of any provision the federal courts of this Agreement), whether at law or the United States of America located in equity, whether in contract or in tort or otherwise, shall be governed by, the State of Delaware and construed and interpreted in accordance with, the laws Court of Chancery of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that any actions or proceedings arising in connection with this Agreement or the Transactions shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the "Chosen Court; Courts"), (iv) waives any claim of improper venue or any claim that those courts are an inconvenient forum and (iiiv) agrees that it will not bring any such action relating to this Agreement or the Transactions in any court other than the Chosen CourtCourts. Service The parties to this Agreement agree that mailing of process or other papers in connection with any process, summons, notice such action or document to any party’s address and proceeding in the manner set forth provided in Section 5.6 6.7 or in such other manner as may be permitted by applicable Law, shall be valid, effective and sufficient service of process for any such action. (b) thereof. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY HERETO HEREBY WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY 8 IN RESPECT OF ANY ACTION PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE MERGER OR ANY OTHER TRANSACTION. EACH PARTY ACKNOWLEDGES, AGREES AND HERETO (A) CERTIFIES THAT: (i) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED ENFORCE THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH FOREGOING WAIVER VOLUNTARILY; AND (ivB) ACKNOWLEDGES THAT IT HAS AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS WAIVER AND CERTIFICATIONS IN THIS SECTION 5.136.6.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice laws that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remediesthereof. In any action between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)any of the Contemplated Transactions, each of the parties: (i) parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from Chancery Court of the Chosen Court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtState of Delaware. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of process for any such action. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (ii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iii) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; VOLUNTARILY AND (iv) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement is made under, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless without giving effect to principles of the choice conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedieslaw. In any action among or between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)Agreement, each of the parties: parties (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (iib) agrees that it will all claims in respect of such action or proceeding shall be heard and determined exclusively by the aforementioned courts in accordance with clause (a) of this Section 7.5, (c) waives any objection to laying venue in any such action or proceeding in such courts, (d) waives any objection that such courts are an inconvenient forum or do not attempt to deny or defeat such have jurisdiction by motion or other request for leave from the Chosen Court; over any party, and (iiie) agrees that it will not bring service of process upon such party in any such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service if such process is given as a notice in accordance with Section 7.9. Notwithstanding the foregoing, each of process for the parties hereto agrees that it shall not, and it shall use its commercially reasonable efforts to not permit any such of its Affiliates to, bring or support anyone else in bringing any action. , cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated hereby, including but not limited to any dispute arising out of or relating in any way to the Financing Letters, in any forum other than any New York State court or federal court sitting in the City of New York in the Borough of Manhattan (b) and appellate courts thereof). EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT AGREEMENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY THE TRANSACTIONS CONTEMPLATED HEREBY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN BY THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13FINANCING LETTERS.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementTHE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, and AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The Company agrees that any actionsuit, suit action or other legal proceeding against the Company arising out of or relating to based upon this Agreement (including or the enforcement transactions contemplated hereby may be instituted in any state or federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed bysuch proceeding, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the non-exclusive jurisdiction and venue of such courts in any suit, action or proceeding. The Company expressly accepts the Chosen Court; (ii) non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring a final judgment in any such action proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and court in the manner set forth in Section 5.6 shall jurisdiction to which the Company is or may be effective service of process for any subject by suit upon such action. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT judgment. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR RELATING IN ANY WAY RELATED TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT AGREEMENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out all Claims and causes of or relating to this Agreement action (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate hereto or the negotiation, execution, performance or subject matter hereof, shall be governed by, and construed and interpreted in accordance with, by the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless without giving effect to principles of conflicts of law that would direct the application of the choice laws of laws principles another jurisdiction. Except as provided in Section 2.5 and Section 9.1, for any Claim or any borrowing statute cause of the State of Delawareaction that may be based on, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties arising arise out of or relating to this Agreement (whether at law relate hereto or in equitythe negotiation, whether in contract execution, performance or in tort or otherwise)subject matter hereof, each of the parties: Party (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Court of Chancery of the State of Delaware or, to the extent such court does not have jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have jurisdiction, the Superior Court of the State of Delaware or, to the extent such court does not have jurisdiction, any other federal or state court of competent jurisdiction in the United States, (iib) agrees that it will all Claims and causes of action shall be heard and determined exclusively in the courts identified in clause (a) of this Section 11.4, (c) waives any objection to laying venue in any such Claim or cause of action in such courts, (d) waives any objection that any such court is an inconvenient forum or does not attempt to deny or defeat such have jurisdiction by motion or other request for leave from the Chosen Court; over any Party and (iiie) agrees that it will not bring service of process upon such Party in any such Claim or cause of action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of if such process for any such action. (b) is given as a notice under Section 11.9. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY CLAIM OR CAUSE OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGESthat may be based on, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVEarise out of or relate HERETO or the negotiation, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDexecution, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13performance or subject matter hereof.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding Legal Proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), ) (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws of the State of DelawareNew York, regardless of the choice of laws principles or any borrowing statute of the State of DelawareNew York, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between any of the parties hereto arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the partiesparties hereto: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of any federal or state court located in the Chosen CourtBorough of Manhattan, New York City, State of New York and any appellate courts therefrom; (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will not bring any such action in any court other than any federal or state court located in the Chosen CourtBorough of Manhattan, New York City, State of New York and any appellate courts therefrom. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 7.7 shall be effective service of process for any such action; provided, however, that Parent irrevocably and unconditionally agrees to the designation of WSP USA Inc., its affiliate in the United States with an office located at Xxx Xxxx Xxxxx, Xxx Xxxx, XX 00000, as its agent for service of process, summons, notice or document. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT OR THE LEGAL RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT (WHETHER AT LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE), IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT OR THE LEGAL RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT (WHETHER AT LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE). EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.137.12.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice laws that might otherwise govern under applicable principles of laws principles or any borrowing statute conflicts of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedieslaws. In any action or proceeding between any of the parties Parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), any of the Contemplated Transactions: each of the parties: (i) Parties irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware, or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware; (iib) agrees that it will all claims in respect of such action or proceeding shall be heard and determined exclusively in the courts set forth in clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not attempt to deny have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or defeat such jurisdiction by motion or other request for leave from the Chosen Courtproceeding shall be effective if notice is given in accordance with Section 10.8; and (iiif) agrees that it will not bring to commence any such action or proceeding arising out of or relating to this Agreement or any of the Contemplated Transactions in any court other than except the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner courts set forth in clause (a) of this Section 5.6 shall be effective service of process for any such action. (b) 10.5. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT ENFORCE EITHER OF SUCH WAIVER; WAIVERS, (iiII) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; WAIVERS, (iiiIII) IT MAKES SUCH WAIVER VOLUNTARILY; WAIVERS VOLUNTARILY AND (ivIV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.1310.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any actionall disputes, suit claims, actions, suits, proceedings or other legal proceeding counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement (including or the negotiation, administration, performance and enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, Agreement shall be governed by, and construed and interpreted in accordance with, with the laws Laws of the State of Delaware, regardless including its statutes of the choice of laws principles limitations, without giving effect to any Laws or any borrowing statute other rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws or statutes of limitations of any jurisdiction other than the State of Delaware, as to all matters, including matters . Each of validity, construction, effect, enforceability, performance and remedies. In any action between the parties arising out hereto (a) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this Agreement Agreement, for and on behalf of itself or any of its properties or assets, in any manner as may be permitted by applicable Law, and nothing in this Section 6.6 will affect the right of any party hereto to serve legal process in any other manner permitted by applicable Law; (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (ib) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction and venue of the Chosen CourtCourts in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby; (iic) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby will be brought, tried and determined only in the Chosen CourtCourts; (e) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (iiif) agrees that it will not bring any such action Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen CourtCourts. Service Each of the parties agrees that a final judgment in any process, summons, notice or document to any party’s address and Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner set forth in Section 5.6 shall be effective service of process for any such action. (b) provided by applicable Law. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE OTHER AGREEMENTS TO BE ENTERED INTO IN CONNECTION HEREWITH, AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY ACKNOWLEDGES, HERETO ACKNOWLEDGES AND AGREES AND CERTIFIES THAT: THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; (iii) IT MAKES SUCH THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.136.6.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) Section 26.01 This AgreementLease shall be construed in accordance with, and any action, suit or other legal proceeding this Lease and all matters arising out of or relating to this Agreement Lease (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in contract, tort or otherwise, ) shall be governed by, the law of the State of New York without regard to conflicts of law principles; provided, however, that any forcible entry and construed and interpreted in accordance withdetainer action (to the extent permitted by applicable law), eviction proceedings or similar proceeding shall be governed by the laws of the State state in which the applicable Demised Property is located. If any provision of Delawarethis Lease or the application thereof shall, regardless to any extent, be invalid or unenforceable, the remainder of the choice this Lease shall not be affected thereby, and each provision of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance this Lease shall be valid and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits enforceable to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt to deny or defeat such jurisdiction fullest extent permitted by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of process for any such actionapplicable Law. (ba) TENANT AND LANDLORD EACH PARTY ACKNOWLEDGES THAT HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESSTATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND THEREFORE IT HEREBY EACH IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENTLEASE SHALL BE LITIGATED IN SUCH COURTS (EXCEPT FOR FORCIBLE ENTRY AND DETAINER ACTIONS, OR SIMILAR PROCEEDINGS, WHICH SHALL BE LITIGATED IN COURTS LOCATED WITHIN THE COUNTY AND STATE IN WHICH THE APPLICABLE DEMISED PROPERTY IS LOCATED). TENANT AND LANDLORD EACH PARTY ACKNOWLEDGESACCEPTS, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS (EXCEPT AS PROVIDED ABOVE IN THIS PARAGRAPH), WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS LEASE. (b) EACH OF TENANT AND CERTIFIES THAT: LANDLORD, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING (i) NO REPRESENTATIVEWHETHER SOUNDING IN CONTRACT, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY TORT OR OTHERWISE) BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS LEASE. (c) TENANT AND LANDLORD EACH ACKNOWLEDGES THAT SUCH THE PROVISIONS OF THIS ARTICLE ARE A MATERIAL INDUCEMENT TO THE OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER PARTY’S ENTERING INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13LEASE.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit all claims or other legal proceeding arising out causes of or relating to this Agreement action (including the enforcement of any provision of this Agreement), whether at law or in equityLaw, whether in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by, by and construed and interpreted in accordance with, with the internal laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, as without giving effect to all mattersany choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. The parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in New Castle County, including matters Delaware (or, if (and only if) the Court of validityChancery of the State of Delaware shall be unavailable, constructionany other court of the State of Delaware or, effectin the case of claims to which the federal courts have exclusive subject matter jurisdiction, enforceabilityany federal court of the United States of America sitting in the State of Delaware) and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, performance and remediesaction, or other proceeding. In any action between furtherance of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)foregoing, each of the parties: parties (i) irrevocably and unconditionally consents and submits to waives the exclusive jurisdiction and venue defense of the Chosen Court; inconvenient forum, (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion commence any suit, action or other request for leave from proceeding arising out of this Agreement or the Chosen Court; Contemplated Transactions other than in any such court, and (iii) agrees that it will not bring a final judgment in any such action suit, action, or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any court other than manner provided by Law. Each of the Chosen Court. Service parties hereto irrevocably consents to the service of any processsummons and complaint and any other process in any other action relating to the Contemplated Transactions, summonson behalf of itself or its property, notice or document by the personal delivery of copies of such process to such party. Nothing in this Section 9.5(a) shall affect the right of any party’s address and party hereto to serve legal process in the any other manner set forth in Section 5.6 shall be effective service of process for any such actionpermitted by Law. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT AGREEMENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13CONTEMPLATED TRANSACTIONS.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding Legal Proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), any of the Contemplated Transactions or the legal relationship of the Parties with respect to such matters (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between any of the parties Parties arising out of or relating to this Agreement Agreement, any of the Contemplated Transactions or the legal relationship of the Parties with respect to such matters (whether at law or in equity, whether in contract or in tort or otherwise), each of the partiesParties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware); (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any partyParty’s address and in the manner set forth in Section 5.6 9.8 shall be effective service of process for any such action. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, and CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH, AND ALL ACTIONS, SUITS AND PROCEEDINGS ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT THIS AGREEMENT SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ANY CHOICE OR CONFLICTS OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such Court of Chancery declines to accept jurisdiction over any action, suit or other legal proceeding proceeding, the federal courts of the United States of America located in the County of New Castle, Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising out of under or relating to to) this Agreement (including and of the documents referred to in this Agreement, and in respect of the Transactions, and hereby irrevocably waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any provision of such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement)Agreement or any such document may not be enforced in or by such courts, whether at law and the parties hereto irrevocably agree that all claims relating to such action, proceeding or in equity, whether in contract or in tort or otherwise, transactions shall be governed byheard and determined in such courts. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue extent permitted by Law, over the subject matter of the Chosen Court; (ii) agrees such dispute, agree that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring a final judgment in any such action suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any court other than manner provided by Law (provided, however, that nothing in the Chosen Court. Service of any process, summons, notice or document to foregoing shall restrict any party’s address rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment), and agree that mailing of process or other papers in connection with any such action or proceeding in the manner set forth provided in Section 5.6 8.8 or in such other manner as may be permitted by Law shall be effective valid and sufficient service of process for any such actionthereof. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES HEREBY CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION OR PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (ii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iii) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; VOLUNTARILY AND (iv) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 5.13Section 8.5. THE PARTIES 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 AMONG THE PARTIES HERETO IRREVOCABLY TO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTIONS, SUIT OR PROCEEDING WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. (c) The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that the parties hereto do not perform the provisions of this Agreement (including any party hereto failing to take such actions as are required of it hereunder in order to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that, subject to Section 7.4, (A) the parties hereto will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the terms and provisions hereof; (B) the provisions of Section 7.4 are not intended to and do not adequately compensate the Company, on the one hand, or Parent and Merger Subsidiary, on the other hand, for the harm that would result from a breach of this Agreement, and will not be construed to diminish or otherwise impair in any respect any party’s right to an injunction, specific performance and other equitable relief; and (C) the right of specific enforcement is an integral part of the Transactions and without that right, neither the Company nor Parent would have entered into this Agreement. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to seek specific performance to and to cause Parent or Merger Subsidiary to consummate the Merger on the terms and subject to the conditions in this Agreement, if, and only if, (A) all conditions set forth in Section 6.1 and Section 6.2 (other than those conditions that by their nature are to be satisfied at the Closing, provided that such conditions are reasonably capable of being satisfied) have been satisfied or waived, and (B) the Company has irrevocably confirmed in a written notice to Parent that (1) all of the conditions set forth in Section 6.1 and Section 6.2 (other than those conditions that by their nature are to be satisfied at the Closing, provided that such conditions are reasonably capable of being satisfied) have been satisfied or waived, and (2) if specific performance is granted, then the Closing will occur. (d) Each party hereto acknowledges and agrees that the rights to an injunction, specific performance or other equitable remedy contemplated herein are an integral part of the Transactions and without such right, none of the parties hereto would have entered into this Agreement. The parties hereto hereby agree not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by any party hereto, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of any party under this Agreement. Any party hereto seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement will not be required to provide any bond or other security in connection with such injunction or enforcement, and each party hereto irrevocably waives any right that it may have to require the obtaining, furnishing or posting of any such bond or other security. The parties hereto further agree that (i) by seeking the remedies provided for in this Section 8.5, a party hereto shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 8.5 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 8.5 shall require any party hereto to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance under this Section 8.5 prior or as a condition to exercising any termination right under Article VII (and pursuing damages after such termination), nor shall the commencement of any legal proceeding pursuant to this Section 8.5 or anything set forth in this Section 8.5 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article VII or pursue any other remedies under this Agreement that may be available then or thereafter. (e) Notwithstanding anything to the contrary in this Agreement, to the extent any party hereto brings an action, suit or proceeding to enforce specifically the performance of the terms and provisions of this Agreement (other than an action to specifically enforce any provision that expressly survives termination of this Agreement) when expressly available to such party pursuant to the terms of this Agreement, the Termination Date shall automatically be extended to (i) the twentieth (20th) business day following the resolution of such action, suit or proceeding, or (ii) such other time period established by the court presiding over such action, suit or proceeding. (f) Notwithstanding anything to the contrary in this Agreement, in the event that the Company pursues the collection of damages from Parent, Merger Subsidiary or any of their Affiliates, in connection with this Agreement or the Transactions (other than for fraud), (i) the parties hereto agree that such damages shall not in any event be in excess of the amount of the aggregate Merger Consideration, (ii) the receipt of such damages shall be the Company’s sole and exclusive remedy under this Agreement and shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Company or any of its Affiliates in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, (iii) notwithstanding anything to the contrary herein, the Company shall no longer be entitled to seek specific performance pursuant to this Section 8.5 and (iv) none of the Company nor any of its Affiliates shall be entitled to bring or maintain any other Legal Proceeding against Parent, Merger Subsidiary or any of their respective Affiliates arising out of this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such damages claim and the Company shall cause any such Legal Proceeding brought by the Company or its Affiliates, and shall use its commercially reasonable efforts (which shall be understood not to include the payment of any out-of-pocket monies or the agreement to any material undertaking) to cause any Legal Proceeding brought by any other Person, to be dismissed with prejudice promptly (or not undertaken, as applicable) and in any event within three Business Days from the payment of such damages. Nothing in this Section 8.5(f) shall limit or restrict the right or ability of the Company to pursue its rights under Section 8.6.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement is made under, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless without giving effect to principles of conflicts of law. Each of the choice parties hereto (i) consents to and submits to the exclusive personal jurisdiction of laws principles or any borrowing statute the Court of Chancery of the State of Delaware, as to all mattersNew Castle County, including matters of validityor, constructionif that court does not have jurisdiction, effecta federal court sitting in Wilmington, enforceability, performance and remedies. In Delaware in any action between the parties or proceeding arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each any of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; transactions contemplated by this Agreement, (ii) agrees that it will all claims in respect of such action or proceeding shall be heard and determined in any such court, (iii) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Court; any such court and (iiiiv) agrees that it will shall not bring any such action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than court. Each of the Chosen Court. Service parties hereto waives any defense of inconvenient forum to the maintenance of any processaction or proceeding so brought and waives any bond, summons, notice surety or document to other security that might be required of any party’s address and in the manner set forth in Section 5.6 shall be effective service of process for any such actionother Person with respect thereto. (b) Notwithstanding Section 8.5(a), in any Legal Proceeding involving any Debt Financing Related Party arising out of or in any way relating to this Agreement or the transactions contemplated hereby, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereto acknowledges and irrevocably agrees that any Legal Proceeding involving any Debt Financing Related Party arising out of or in any way relating to this Agreement or the transactions contemplated hereby shall be brought exclusively in the Supreme Court of the State of New York, County of New York (unless the Supreme Court of the State of New York, County of New York declines to accept jurisdiction over a particular matter, in which case, in the United States District Court for the Southern District of New York) (together with the appellate courts thereof, the “New York Courts”), and each of the parties hereby submits to the exclusive jurisdiction of the New York Courts for the purpose of any such proceeding. Each party irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have to the laying of venue of any such litigation in any New York Court, (ii) any claim that any such proceeding brought in any New York Court has been brought in an inconvenient forum and (iii) any claim that any New York Court does not have jurisdiction with respect to such proceeding. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY HERETO HEREBY WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENT, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE COMMITMENT LETTERS OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY (INCLUDING THE FINANCING). EACH PARTY ACKNOWLEDGES, AGREES AND HERETO (I) CERTIFIES THAT: (i) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED ENFORCE THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH FOREGOING WAIVER VOLUNTARILY; AND (ivII) ACKNOWLEDGES THAT IT HAS AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS WAIVER AND CERTIFICATIONS IN THIS SECTION 5.138.5(C).

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out all Actions and causes of or relating to this Agreement action (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity), that may be based on this Agreement, arise out of this Agreement or relate hereto or the negotiation, execution, performance or subject matter hereof, shall be governed by, and construed and interpreted in accordance with, by the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless without giving effect to principles of conflicts of law. For any Action or cause of action that may be based on this Agreement, arise out of this Agreement or relate hereto or the choice of laws principles or any borrowing statute of the State of Delawarenegotiation, as to all matters, including matters of validity, construction, effect, enforceabilityexecution, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)subject matter hereof, each of the parties: Party (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, (iib) agrees that it will all such Actions and causes of action shall be heard and determined exclusively under the foregoing clause (a), (c) waives any objection to laying venue in any such Actions or cause of action in such courts, (d) waives any objection that any such court is an inconvenient forum or does not attempt to deny or defeat such have jurisdiction by motion or other request for leave from the Chosen Court; over any Party and (iiie) agrees that it will not bring service of process upon such Party in any such Action or cause of action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of if such process for any such action. (b) is given as a notice under Section 8.5. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OR CAUSE OF ACTION THAT MAY BE BASED ON THIS AGREEMENT, ARISE OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYOR RELATE HERETO OR THE NEGOTIATION, AMONG OTHER THINGSEXECUTION, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13PERFORMANCE OR SUBJECT MATTER HEREOF.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out all Actions and causes of or relating to this Agreement action (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity), that may be based on this Agreement, arise out of this Agreement or relate hereto or to the Merger, the other transactions contemplated hereby or the negotiation, execution, performance or subject matter hereof, shall be governed by, and construed and interpreted in accordance with, by the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless without giving effect to principles of conflicts of law. For any Action or cause of action that may be based on this Agreement, arise out of this Agreement or relate hereto or to the choice of laws principles Merger, the other transactions contemplated hereby or any borrowing statute of the State of Delawarenegotiation, as to all matters, including matters of validity, construction, effect, enforceabilityexecution, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)subject matter hereof, each of the parties: Party (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, (ii) agrees that it will not attempt to deny or defeat all such jurisdiction by motion or other request for leave from Actions and causes of action shall be heard and determined exclusively under the Chosen Court; and foregoing clause (i), (iii) waives any objection to laying venue in any such Actions or cause of action in such courts, (iv) waives any objection that any such court is an inconvenient forum or does not have jurisdiction over any Party and (v) agrees that it will not bring service of process upon such Party in any such Action or cause of action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of if such process for any such action. (b) is given as a notice under Section 6.4. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13.IN

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement is made under, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws Laws of the State of DelawareMaryland applicable to agreements made and to be performed solely therein, regardless without giving effect to principles of conflicts of Law, except with respect to matters under the MGCL, the DE LLC Act, VRULPA and VLLCA relating to the Mergers, which shall be governed by the Laws of the choice States of laws principles or any borrowing statute Maryland and Virginia. Each of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) hereby irrevocably and unconditionally consents to and submits to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program and/or the U.S. District Court for the District of Maryland (the “Chosen Courts”) for any litigation arising out of this Agreement and the Transactions (and agrees not to commence any litigation relating thereto except in such court), waives any objection to the laying of venue of the Chosen Court; (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any such action litigation in a Chosen Court and agree not to plead or claim in a Chosen Court that such litigation brought therein has been brought in any court other than inconvenient forum. Each of the Chosen Court. Service parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any processsuch proceeding in the courts of the State of Maryland to the Maryland Court’s Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Nothing in this Agreement shall limit or affect the rights of any party to pursue appeals from any judgments or Order of a Chosen Court as provided by Law. Each of the parties agrees, summons, notice or document to any party’s address and that service of process may be made on such party by prepaid certified mail in the manner set forth provided in Section 5.6 8.7 with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to the foregoing shall be effective service have the same legal force and effect as if served upon such party personally within the State of process for any such action. (b) Maryland. EACH PARTY OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ACTION, SUIT OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY ACKNOWLEDGES, AGREES OF THE PARTIES HERETO CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH WAIVER; (ii) IT PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH WAIVER; (iii) IT PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; , AND (ivIV) IT EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.138.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws of the State of Delaware, regardless of the choice laws that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remediesthereof. In any action or suit among or between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)any of the Transactions, each of the parties: (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (iib) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iiic) agrees that it will not bring any such action or suit in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action or suit in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 2.7 shall be effective service of process for any such action. (b) action or suit. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR SUIT ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.132.4.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws of the State of Delaware, regardless of the choice laws that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remediesthereof. In any action or suit among or between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)any of the Contemplated Transactions, each of the parties: (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (iib) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iiic) agrees that it will not bring any such action or suit in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action or suit in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 9.9 shall be effective service of process for any such action. (b) action or suit. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR SUIT ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to the principles of conflicts of Law thereof that would require the application of the Laws of any action, suit or other legal proceeding jurisdiction. (b) Each of the parties irrevocably agrees that any Proceeding arising out of or relating to this Agreement (including the enforcement of brought by any provision of this Agreement), whether at law other party or in equity, whether in contract its successors or in tort or otherwise, assigns shall be governed bybrought and determined in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, and construed and interpreted in accordance withwhich case, the laws of in any Delaware state or federal court within the State of Delaware), regardless and each of the choice of laws principles or any borrowing statute parties hereby irrevocably submits to the exclusive jurisdiction of the State of Delawareaforesaid courts for itself and with respect to its property, as generally and unconditionally, with regard to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties such Proceeding arising out of or relating to this Agreement. Each of the parties agrees not to commence any Proceeding relating to this Agreement (whether at law except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in equityDelaware as described in this Agreement. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process, whether in contract and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or in tort as a defense, counterclaim or otherwise), each in any Proceeding arising out of the parties: or relating to this Agreement, (i) irrevocably and unconditionally consents and submits any claim that it is not personally subject to the exclusive jurisdiction and venue of the Chosen Court; courts in the State of Delaware, as described in this Agreement, for any reason, (ii) agrees that it will not attempt or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to deny judgment, attachment in aid of execution of judgment, execution of judgment or defeat such jurisdiction by motion or other request for leave from the Chosen Court; otherwise) and (iii) agrees that it will not bring (A) the Proceeding in any such action court is brought in any court other than an inconvenient forum, (B) the Chosen Court. Service venue of any processsuch Proceeding is improper or (C) this Agreement, summonsor the subject matter of this Agreement, notice may not be enforced in or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of process for any by such actioncourts. (bc) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (iiII) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THE FOREGOING WAIVER; , (iiiIII) IT MAKES SUCH THE FOREGOING WAIVER VOLUNTARILY; VOLUNTARILY AND (ivIV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement is made under, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless without giving effect to principles of the choice conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedieslaw. In any action among or between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)Agreement, each of the parties: parties (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (iib) agrees that it will all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 7.5, (c) waives any objection to laying venue in any such action or proceeding in such courts, (d) waives any objection that such courts are an inconvenient forum or do not attempt to deny or defeat such have jurisdiction by motion or other request for leave from the Chosen Court; over any party, and (iiie) agrees that it will not bring service of process upon such party in any such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service if such process is given as a notice in accordance with Section 7.9 of process for this Agreement. Notwithstanding the foregoing, each of the parties hereto agrees that it shall not, and it shall use its commercially reasonable efforts to not permit any such of its Affiliates to, bring or support anyone else in bringing any action. , cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated hereby, including but not limited to any dispute arising out of or relating in any way to the Financing Letters, in any forum other than any New York State court or federal court sitting in the City of New York in the Borough of Manhattan (b) and appellate courts thereof). EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT AGREEMENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY THE TRANSACTIONS CONTEMPLATED HEREBY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN BY THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13FINANCING LETTERS.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws of the State of Delaware, regardless of the choice laws that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remediesthereof. In any action between any of the parties arising out of or relating to this Agreement (whether at law Agreement, the Merger or in equity, whether in contract or in tort or otherwise)any of the other transactions contemplated by this Agreement, each of the parties: (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (iib) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iiic) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 9.9 shall be effective service of process for any such action. (b) . EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws Laws of the State of Delaware, regardless of the choice Laws that might otherwise govern under applicable principles of laws principles or any borrowing statute conflicts of Laws thereof; provided that, for the avoidance of doubt, the fiduciary and other duties of the State Company Board, the directors of DelawareMerger Sub I and the directors of Merger Sub II, the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities pursuant to the merger, the cancellation and conversion of the Company Shares as the case may be, the rights set forth in Section 238 of the CICA with respect to all matters, including matters any Dissenting Shares and the internal corporate affairs of validity, construction, effect, enforceability, performance the Company and remediesMerger Subs shall in each case be governed by the laws of the Cayman Islands. In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions: (whether at law or in equity, whether in contract or in tort or otherwise), a) each of the parties: (i) parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware); and (b) if any such action is commenced in a state court, then, subject to applicable Law, no party shall object to the removal of such action to any federal court located in Delaware. Each of the parties waives any defense of inconvenient forum to the maintenance of any action so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each Party hereby waives, to the fullest extent permitted by Law, any right to trial by jury of any claim, demand, action, or cause of action (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any of the transactions related hereto, in each case, whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. Each Party hereby further agrees and consents that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any such claim, demand, action, or cause of action in shall be decided by court trial without a jury and that the Parties may file a copy of this Agreement with any court other than as written evidence of the Chosen Court. Service consent of any process, summons, notice or document the Parties to any party’s address and in the manner set forth in Section 5.6 shall be effective service waiver of process for any such actiontheir right to trial by jury. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws Laws of the State of Delaware, regardless of the choice Laws that might otherwise govern under applicable principles of laws principles or any borrowing statute conflicts of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedieslaws. In any action or proceeding between any of the parties Parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)any of the Contemplated Transactions, each of the partiesParties: (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (iib) agrees that it will all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not attempt to deny or defeat such have jurisdiction by motion or other request for leave from the Chosen Courtover any Party; and (iiie) agrees that it will not bring service of process upon such Party in any such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 proceeding shall be effective service if notice is given in accordance with Section 10.8 of process for any such actionthis Agreement. (b) EACH PARTY ACKNOWLEDGES THAT TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CONTROVERSY THAT MAY ARISE RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT IS LIKELY OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY ACTION ARISING OUT OF THE CONTEMPLATED TRANSACTIONS, IN EACH CASE WHETHER NOW EXISTING OR RELATING TO THIS AGREEMENTHEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY ACKNOWLEDGES, TO THIS AGREEMENT HEREBY AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVECONSENTS THAT ANY SUCH CLAIM, AGENT DEMAND, ACTION, OR ATTORNEY CAUSE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK PARTIES TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws of the State of Delaware, regardless of the choice laws that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remediesthereof. In any action between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)any of the Transactions contemplated by this Agreement, each of the parties: (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (iib) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iiic) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 9.9 shall be effective service of process for any such action. (b) . EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out all Claims and causes of or relating to this Agreement action (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate hereto or the negotiation, execution, performance or subject matter hereof, shall be governed by, and construed and interpreted in accordance with, by the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless without giving effect to principles of the choice conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedieslaw. In any action between the parties arising out of or relating to this Agreement Each Party (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, (iib) agrees that it will all Claims and causes of action shall be heard and determined exclusively in the courts identified in clause (a) of this Section 10.4 or any court that has appellate jurisdiction over those courts, (c) waives any objection to laying venue in any such Claim or cause of action in such courts, (d) waives any objection that any such court is an inconvenient forum or does not attempt to deny or defeat such have jurisdiction by motion or other request for leave from the Chosen Court; over any Party and (iiie) agrees that it will not bring service of process upon such Party in any such Claim or cause of action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of if such process for any such action. (b) is given as a notice under Section 10.9. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY CLAIM OR CAUSE OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGESthat may be based on, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVEarise out of or relate HERETO or the negotiation, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDexecution, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13performance or subject matter hereof.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws of the State of DelawareIllinois, regardless of the choice laws that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. thereof In any action between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)any of the transactions contemplated by this Agreement, each of the parties: (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of a court of the Chosen CourtState of Illinois located in Xxxx Country, Illinois (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of a federal court sitting in Xxxx County in the State of Illinois); (iib) agrees that it it, he or she will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iiic) agrees that it it, he or she will not bring any such action in a court of the State of Illinois located in Xxxx Country, Illinois (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than a Federal court sitting in Xxxx County in the Chosen CourtState of Illinois). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 7.6 shall be effective service of process for any such action. (b) . EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT IT, HE OR SHE MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATIONEACH CASE, SEEK TO PREVENT WHETHER NOW EXISTING OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13HEREAFTER ARISING.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice laws that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delawarethereof. Except as set forth in Section 1.5 (Post-Closing Adjustment to Upfront Consideration Amount) and Section 1.9 (Contingent Consideration), as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In in any action between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (whether at law or in equity, whether in contract or in tort or otherwise), a) each of the parties: (i) parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtChancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware; and (b) if any such action is commenced in a state court, then, subject to applicable Law, no party shall object to the removal of such action to any federal court located in Delaware. Each of the parties waives any defense of inconvenient forum to the maintenance of any action so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each Party hereby waives, to the fullest extent permitted by Law, any right to trial by jury of any claim, demand, action, or cause of action (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any of the transactions related hereto, in each case, whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. Each Party hereby further agrees and consents that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any such claim, demand, action, or cause of action in shall be decided by court trial without a jury and that the Parties may file a copy of this Agreement with any court other than as written evidence of the Chosen Court. Service consent of any process, summons, notice or document the Parties to any party’s address and in the manner set forth in Section 5.6 shall be effective service waiver of process for any such actiontheir right to trial by jury. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), any of the Contemplated Transactions or the legal relationship of the parties to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between any of the parties arising out of or relating to this Agreement, any of the Contemplated Transactions or the legal relationship of the parties to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware); (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 9.9 shall be effective service of process for any such action. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out all Claims and causes of or relating to this Agreement action (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract Contract or in tort or otherwise, or whether at Law (including at common Law or by statute) or in equity) that may be based on, arise out of or relate hereto or the negotiation, execution, performance or subject matter hereof, shall be governed by, and construed and interpreted in accordance with, by the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless without giving effect to principles of the choice conflicts of laws principles Law. Except as provided in Section 2.3 (Post-Closing Adjustment), Section 6.12 (Third-Party Payor Payments) and Schedule D, for any Claim or any borrowing statute cause of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract Contract or in tort or otherwise), or whether at Law (including at common Law or by statute) or in equity) that may be based on, arise out of or relate hereto or the negotiation, execution, performance or subject matter hereof, each of the parties: Party (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, (iib) agrees that it will all Claims and causes of action shall be heard and determined exclusively in the courts identified in the foregoing clause (a), (c) waives any objection to laying venue in any such Claim or cause of action in such courts, (d) waives any objection that any such court is an inconvenient forum or does not attempt to deny or defeat such have jurisdiction by motion or other request for leave from the Chosen Court; over any Party and (iiie) agrees that it will not bring service of process upon such Party in any such Claim or cause of action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of if such process for any such action. (b) is given as a notice under Section 12.8. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY CLAIM OR CAUSE OF ANY ACTION ARISING THAT MAY BE BASED ON, ARISE OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGESRELATE HERETO OR THE NEGOTIATION, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVEEXECUTION, AGENT PERFORMANCE OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13SUBJECT MATTER HEREOF.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware without giving effect to its rules of conflicts of laws. To the fullest extent permitted by applicable law, each party hereto (ai) This Agreementirrevocably submits to the personal jurisdiction of the Court of Chancery of the State of Delaware, and (ii) agrees that either party may commence any action, suit or other legal proceeding arising out of or relating to this Agreement in such court, (including iii) waives any objection to the enforcement laying of venue of any provision of this Agreement)action, whether at law suit or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties proceeding arising out of or relating to this Agreement in such court, (whether at law iv) agrees not to plead in such court that any such action, suit or proceeding has been brought in equityan inconvenient forum, whether in contract or in tort or otherwise), each of the parties: and (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (iiv) agrees that it will not attempt to deny or defeat such jurisdiction by motion the mailing of process or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any papers in connection with such action in any court other than the Chosen Court. Service of any processaction, summons, notice suit or document to any party’s address and proceeding in the manner set forth and to the address provided in or pursuant to Section 5.6 18 or in such other manner as may be permitted by applicable law shall be effective service of process for any in such action. (b) , suit or proceeding. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY HERETO WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL BY JURY IN RESPECT OF ANY ACTION ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13NOT BEFORE A JURY.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement (a) This Agreementincluding, for purposes of this Section 9.4, the Confidentiality Agreements), and any action, suit or other legal proceeding arising out all Claims and causes of or relating to this Agreement action (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate to this Agreement (including, for purposes of this Section 9.4, the Confidentiality Agreements) (including the negotiation, execution, performance or subject matter hereof) or the transactions contemplated hereby (collectively, “Governed Claims”), shall be governed by, and construed and interpreted in accordance with, by the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless without giving effect to principles of the choice conflicts of laws principles or law. For any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)Governed Claim, each of the parties: Party (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware (iisuch courts, collectively, the “Selected Courts”), (b) agrees that it will such Governed Claim shall be heard and determined exclusively under clause (a) of this Section 9.4, (c) waives any objection to laying venue for such Governed Claim in any Selected Court, (d) waives any objection that any Selected Court is an inconvenient forum or does not attempt to deny or defeat such have jurisdiction by motion or other request for leave from the Chosen Court; over any Party and (iiie) agrees that it will not bring any service of process upon such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 Party for such Governed Claim shall be effective service of if such process for any such action. (b) is given as a notice under Section 9.8. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13GOVERNED CLAIM.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, Agreement and any actionclaim, suit controversy or other legal proceeding dispute arising out of under or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, related thereto shall be governed by, by and construed and interpreted in accordance with, with the internal laws of the State of DelawareNew York applicable to agreements made and to be performed entirely within such State, regardless without regard to the conflicts of the choice law principles of laws principles such State. The parties hereto agree that any suit, action or proceeding seeking to enforce any borrowing statute of the State of Delawareprovision of, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In or based on any action between the parties matter arising out of or relating to in connection with, this Agreement (whether at law or the transactions contemplated hereby shall be brought in equitythe United States District Court for the Southern District of New York or any New York State court sitting in the Borough of Manhattan in New York City, whether so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in contract or in tort or otherwise)the State of New York, and each of the parties: (i) parties hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the Chosen Court; (ii) world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that it will not attempt to deny or defeat service of process on such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth party as provided in Section 5.6 7 shall be deemed effective service of process for any on such action. (b) party. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT AGREEMENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), any of the Contemplated Transactions or the legal relationship of the parties to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between any of the parties arising out of or relating to this Agreement, any of the Contemplated Transactions or the legal relationship of the parties to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware and its appellate courts (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware and its appellate courts); (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware and its appellate courts (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware and its appellate courts). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 9.8 shall be effective service of process for any such action. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementTHIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED UNDER THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remediesWITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of process for any such action. (b) EACH PARTY ACKNOWLEDGES BORROWER HEREBY IRREVOCABLY CONSENTS THAT ANY CONTROVERSY THAT MAY ARISE UNDER LEGAL ACTION OR PROCEEDING AGAINST BORROWER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT IS LIKELY MAY BE INSTITUTED IN ANY STATE COURT OF GENERAL JURISDICTION LOCATED IN THE XXXXX XXX XXXXXX XX XXX XXXX XX XXX XXXXXX XXXXXX FEDERAL COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND BORROWER HEREBY SUBMITS TO INVOLVE COMPLICATED THE JURISDICTION AND DIFFICULT ISSUESVENUE OF SUCH COURTS. BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS ARISING OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY POSTAGE PREPAID CERTIFIED OR REGISTERED FIRST-CLASS MAIL, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES RETURN RECEIPT REQUESTED, TO BORROWER. THE FOREGOING, HOWEVER, SHALL NOT LIMIT THE RIGHT OF LENDER TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE ANY LEGAL ACTION OR PROCEEDING OR TO OBTAIN EXECUTION OF JUDGMENT IN ANY APPROPRIATE JURISDICTION. IN THE EVENT OF LITIGATION BETWEEN ANY PARTY OVER ANY MATTER CONNECTED WITH THIS AGREEMENT, THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IS HEREBY WAIVED BY SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13PARTIES.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws of the State of Delaware, regardless of the choice laws that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. thereof. (b) In any action between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), any of the Contemplated Transactions each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware); (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 8.9 shall be effective service of process for any such action. (bc) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF EITHER OF SUCH WAIVERWAIVERS; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERWAIVERS; (iii) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.138.5(c).

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws Laws of the State of Delaware, regardless of the choice Laws that might otherwise govern under applicable principles of laws principles or any borrowing statute conflicts of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedieslaws. In any action or proceeding between any of the parties Parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)any of the Contemplated Transactions, each of the partiesParties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware, New Castle County, or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (ii) agrees that it will all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 10.5; (iii) waives any objection to laying venue in any such action or proceeding in such courts; (iv) waives any objection that such courts are an inconvenient forum or do not attempt to deny or defeat such have jurisdiction by motion or other request for leave from the Chosen Courtover any Party; and (iiiv) agrees that it will not bring service of process upon such Party in any such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 proceeding shall be effective service if notice is given in accordance with Section 10.7 of this Agreement. Nothing in this Section 10.5, however, shall affect the right of any Person to serve legal process for in any such actionother manner permitted by law. (b) EACH PARTY ACKNOWLEDGES THAT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CONTROVERSY THAT MAY ARISE RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT IS LIKELY OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY ACTION ARISING OUT OF THE CONTEMPLATED TRANSACTIONS, IN EACH CASE WHETHER NOW EXISTING OR RELATING TO THIS AGREEMENTHEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY ACKNOWLEDGES, HEREBY AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVECONSENTS THAT ANY SUCH CLAIM, AGENT DEMAND, ACTION, OR ATTORNEY CAUSE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK PARTIES TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, Nevada regardless of the choice laws that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remediesthereof. In any action between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)any of the Contemplated Transactions, each of the parties: (i) parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtState of Nevada, County of Xxxxx. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of process for any such action. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (ii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iii) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; VOLUNTARILY AND (iv) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), any of the Contemplated Transactions or the legal relationship of the parties to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between any of the parties arising out of or relating to this Agreement, any of the Contemplated Transactions or the legal relationship of the parties to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware); (ii) agrees that it will not attempt to deny or defeat such jurisdiction Table of Contents by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 9.9 shall be effective service of process for any such action. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement and all Claims and causes of action (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate to this Agreement (including the negotiation, execution, performance or subject matter hereof) or the transactions contemplated hereby (collectively, “Governed Claims”), shall be governed by, by and construed and interpreted enforced in accordance with, with the laws internal Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless without giving effect to principles of the choice conflicts of laws principles or any borrowing statute of the State of Delaware, as law. Subject to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwiseSection 1.6(b), Exhibit G and Section 1.9(a), for any Governed Claim, each of the parties: Party (ia) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware located in Wilmington, Delaware (iisuch courts, collectively, the “Selected Courts”), (b) agrees that it will such Governed Claim shall be heard and determined exclusively under clause (a) of this Section 9.4, (c) waives any objection to laying venue for such Governed Claim in any Selected Court, (d) waives any objection that any Selected Court is an inconvenient forum or does not attempt to deny or defeat such have jurisdiction by motion or other request for leave from the Chosen Court; over any Party and (iiie) agrees that it will not bring any service of process upon such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 Party for such Governed Claim shall be effective service of if such process for any such action. (b) is given as a notice under Section 9.8. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13GOVERNED CLAIM.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Subject to Section 8.5(b), this Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), any of the Contemplated Transactions or the legal relationship of the parties to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In Subject to Section 8.5(b), in any action action, suit or other legal proceeding between any of the parties arising out of or relating to this Agreement, any of the Contemplated Transactions or the legal relationship of the parties to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 8.9 shall be effective service of process for any such action. (b) Notwithstanding anything to the contrary contained in this Agreement, each of the parties agrees that: (i) it will not bring or support any legal proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources or any of the Financing Source Related Parties arising out of or relating to this Agreement, any of the Contemplated Transactions, the Debt Financing or the Debt Commitment Letter in any forum other than the United States federal court located in, or if that court does not have subject matter jurisdiction, in New York state court located in, the Borough of Manhattan in the City of New York, New York; (ii) all legal proceedings (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources or any of the Financing Source Related Parties arising out of or relating to this Agreement, any of the Contemplated Transactions, the Debt Financing or the Debt Commitment Letter shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, and any appellate court thereof and each party irrevocably submits itself and its property with respect to any such legal proceeding to the exclusive jurisdiction of such court; (iii) all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources or any of the Financing Source Related Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, the Debt Financing or the Debt Commitment Letter shall be exclusively governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof; (iv) service of process upon any party in any such legal proceeding shall be effective if notice is given in accordance with Section 8.9; (v) it irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court; (vi) no Financing Sources shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature; and (vii) the provisions of Section 8.5(c) relating to the waiver of jury trial shall apply to any legal proceeding described in clause “(i)” above. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS (INCLUDING ANY ACTION AGAINST ANY FINANCING SOURCE OR ANY FINANCING SOURCE RELATED PARTIES IN RESPECT OF THE DEBT FINANCING). EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.138.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice laws that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. thereof. (b) In any action between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)any of the Contemplated Transactions, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware); (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 9.9 shall be effective service of process for any such action. (bc) Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto agrees that it: (i) will not bring or support any legal proceeding against the Financing Sources or any of the Financing Source Related Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, including any dispute relating to the Debt Financing, in any forum other than the United States federal court located in, or if that court does not have subject matter jurisdiction, in New York state court located in, the Borough of Manhattan in the City of New York, New York; (ii) all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources or any of the Financing Source Related Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, including any claims or causes of action relating to the Debt Financing shall be exclusively governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof; and (iii) the provisions of Section 9.5(d) relating to the waiver of jury trial shall apply to any legal proceeding described in clause “(i)” above. (d) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS (INCLUDING ANY ACTION AGAINST ANY FINANCING SOURCE OR ANY FINANCING SOURCE RELATED PARTIES IN RESPECT OF THE DEBT FINANCING). EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS WAIVER AND CERTIFICATIONS CERTIFICATION IN THIS SECTION 5.139.5(d).

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws Legal Requirements of the State of Delaware, regardless of the choice Legal Requirements that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. thereof. (b) In any action between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)any of the transactions contemplated hereby, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware); (ii) agrees that it will shall not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will shall not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s 's address and in the manner set forth in Section 5.6 6.8 shall be effective service of process for any such action. (bc) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF EITHER OF SUCH WAIVERWAIVERS; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERWAIVERS; (iii) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.136.4(c).

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out all Actions and causes of or relating to this Agreement action (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity), that may be based on this Agreement, arise out of this Agreement or relate hereto or the negotiation, execution, performance or subject matter hereof, shall be governed by, and construed and interpreted in accordance with, by the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless without giving effect to principles of conflicts of law. For any Action or cause of action that may be based on this Agreement, arise out of this Agreement or relate hereto or the choice of laws principles or any borrowing statute of the State of Delawarenegotiation, as to all matters, including matters of validity, construction, effect, enforceabilityexecution, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or subject matter hereof, except as set forth in equity, whether in contract or in tort or otherwiseSection 8.9(b), each of the parties: Party (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, (ii) agrees that it will not attempt to deny or defeat all such jurisdiction by motion or other request for leave from Actions and causes of action shall be heard and determined exclusively under the Chosen Court; and foregoing clause (i), (iii) waives any objection to laying venue in any such Actions or cause of action in such courts, (iv) waives any objection that any such court is an inconvenient forum or does not have jurisdiction over any Party and (v) agrees that it will not bring service of process upon such Party in any such Action or cause of action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of if such process for any such actionis given as a notice under Section 8.4. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR CAUSE OF ACTION THAT MAY BE BASED ON THIS AGREEMENT, ARISE OUT OF THIS AGREEMENT OR RELATE HERETO (INCLUDING ANY DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO THE FINANCING) OR THE NEGOTIATION, EXECUTION, PERFORMANCE OR SUBJECT MATTER HEREOF. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESNotwithstanding anything herein to the contrary, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVEno Party shall bring or support any Action, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDcause of action, EXPRESSLY OR OTHERWISEclaim, THAT SUCH OTHER PARTY WOULDcross-claim or third-party claim of any kind or description, IN THE EVENT OF LITIGATIONwhether in law or in equity, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; whether in contract or in tort or otherwise, against the Financing Sources in any way related to this Agreement or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof) and (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iiieach Party waives to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action in any such court. The Parties hereto further agree that all of the provisions of Section 8.9(a) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYrelated to waiver of jury trial shall apply to any Action, AMONG OTHER THINGScause of action, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13claim, cross-claim or third-party claim referenced in this Section 8.9(b).

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted enforced in accordance with, the laws Legal Requirements of the State of Delaware, regardless of the choice Legal Requirements that might otherwise govern under applicable principles of conflicts of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. thereof. (b) In any action between any of the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise)any of the Contemplated Transactions, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware); (ii) agrees that it will shall not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courtsuch court; and (iii) agrees that it will shall not bring any such action in any court other than the Chosen CourtCourt of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s 's address and in the manner set forth in Section 5.6 9.9 shall be effective service of process for any such action. (bc) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF EITHER OF SUCH WAIVERWAIVERS; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERWAIVERS; (iii) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.139.5(c).