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

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or suit among or between any of the parties arising out of or relating to this Agreement or any of the Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court 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); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or suit in any court other than the Court 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 10.9 shall be effective service of process for any such action or suit. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY 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 AGREEMENT 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 10.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement Agreement, and any Action, dispute or other controversy arising out of or relating hereto shall be governed by, and construed and enforced in accordance with, the laws Laws of the State of Delaware, regardless of the laws that might otherwise govern under without regard to any applicable principles of conflicts of laws law principles thereof. In Each Party agrees that any action or suit among or between proceeding in respect of any of the parties claim arising out of or relating related to this Agreement or any 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 the Transactionsthis Agreement, each of the parties: (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle CountyChosen Courts, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties ii) irrevocably and unconditionally consents and submits waives any objection to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring laying venue in any such action or suit proceeding in the Chosen Courts, (iii) irrevocably and unconditionally waives any court other than objection that the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts Chosen Courts are an inconvenient forum or do not have exclusive jurisdiction over the matter, in which case each of the parties any Party and (iv) 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 10.9 shall be effective service of process for upon such Party in any such action or suitproceeding that is given in accordance with Section 6(f) or in such other manner as may be permitted by applicable Law, shall be valid, effective and sufficient service thereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY 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 SUIT OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONSTRANSACTIONS 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 10.56(e).

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement Agreement, and any Action, dispute or other controversy arising out of or relating hereto shall be governed by, and construed and enforced in accordance with, the laws Laws of the State of Delaware, regardless of the laws that might otherwise govern under without regard to any applicable principles of conflicts of laws law principles thereof. In Each Party agrees that any action or suit among or between proceeding in respect of any of the parties claim arising out of or relating related to this Agreement or any 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 the Transactionsthis Agreement, each of the parties: (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle CountyChosen Courts, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties ii) irrevocably and unconditionally consents and submits waives any objection to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring laying venue in any such action or suit proceeding in the Chosen Courts, (iii) irrevocably and unconditionally waives any court other than objection that the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts Chosen Courts are an inconvenient forum or do not have exclusive jurisdiction over the matter, in which case each of the parties any Party and (iv) 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 10.9 shall be effective service of process for upon such Party in any such action or suitproceeding that is given in accordance with Section 7(f) or in such other manner as may be permitted by applicable Law, shall be valid, effective and sufficient service thereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY 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 SUIT OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONSTRANSACTIONS 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 10.57(e).

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or suit among or between any of the parties arising out of or relating Each party to this Agreement or any of the Transactions, each of the parties: (ai) irrevocably and unconditionally consents and submits to the exclusive personal jurisdiction of the federal courts of the United States of America located in the State of Delaware and venue of the Court of Chancery of the State of Delaware in and for New Castle CountyDelaware, 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); (bii) 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 Courts”), (iv) waives any claim of improper venue or any claim that those courts are an inconvenient forum and (cv) agrees that it will not bring any such action relating to this Agreement or suit the Transactions in any court other than the Court 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 Chosen Courts. The parties agrees to this Agreement agree 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 10.9 shall be effective service mailing of process for or other papers in connection with any such action or suitproceeding in the manner provided in Section 6.7 or in such other manner as may be permitted by applicable Law, shall be valid, effective and sufficient service thereof. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH 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 OR SUIT PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, THE MERGER OR ANY OF THE TRANSACTIONSOTHER 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 10.56.6.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement Agreement, and any Action, dispute or other controversy arising out of or relating hereto shall be governed by, and construed and enforced in accordance with, the laws Laws of the State of Delaware, regardless of the laws that might otherwise govern under without regard to any applicable principles of conflicts of laws law principles thereof. In Each party agrees that any action or suit among or between proceeding in respect of any of the parties claim arising out of or relating related to this Agreement or any 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 the Transactionsthis Agreement, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle CountyChosen Courts, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties b) irrevocably and unconditionally consents and submits waives any objection to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring laying venue in any such action or suit proceeding in the Chosen Courts, (c) irrevocably and unconditionally waives any court other than objection that the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts Chosen Courts are an inconvenient forum or do not have exclusive jurisdiction over the matter, in which case each of the parties any party and (d) 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 10.9 shall be effective service of process for upon such party in any such action or suitproceeding that is given in accordance with Section 6.7 of this Agreement or in such other manner as may be permitted by applicable Law shall be valid, effective and sufficient service thereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY 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 SUIT OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONSTRANSACTIONS 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 10.56.6.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all Actions and 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), 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 enforced in accordance with, by the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws thereoflaw. In For any Action or cause of action or suit among or between any of the parties arising that may be based on this Agreement, arise out of or relating to this Agreement or any of relate hereto or to the TransactionsMerger, the other transactions contemplated hereby or the negotiation, execution, performance or subject matter hereof, each of the parties: Party (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle Countyor, 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 extent such court does not have subject matter jurisdiction, the United States U.S. District Court for the District of Delaware); (b) agrees that it will Delaware or, to the extent such court does not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or suit in any court other than have subject matter jurisdiction, the Superior Court of Chancery of the State of Delaware Delaware, (ii) agrees that all such Actions and causes of action shall be heard and determined exclusively under the foregoing clause (i), (iii) waives any objection to laying venue in and for New Castle Countyany such Actions or cause of action in such courts, Delaware (unless the federal courts iv) waives any objection that any such court is an inconvenient forum or does not have exclusive jurisdiction over the matter, in which case each of the parties any Party and (v) agrees that it will not bring service of process upon such action or suit Party in any court other than the United States District Court for the District such Action or cause of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 10.9 action shall be effective service of if such process for any such action or suitis given as a notice under Section 6.4. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH 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 OR SUIT ARISING CAUSE OF ACTION THAT MAY BE BASED ON THIS AGREEMENT, ARISE OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF RELATE HERETO OR TO 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 THINGSMERGER, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.5OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THE NEGOTIATION, EXECUTION, PERFORMANCE OR SUBJECT MATTER HEREOF.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether at Law, 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 enforced in accordance with, with the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, regardless without giving effect to any choice or conflict of law provision or rule (whether of the laws State of Delaware or any other jurisdiction) that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or suit among or between any would cause the application of the Laws of any jurisdiction other than the State of Delaware. The parties arising out of or relating hereto hereby agree and consent to this Agreement or any of the Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits be subject to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matteror, in which case each of the parties irrevocably if (and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (bonly if) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or suit in any court other than the Court of Chancery of the State of Delaware shall be unavailable, any other court of the State of Delaware or, in and for New Castle County, Delaware (unless the case of claims to which the federal courts have exclusive subject matter jurisdiction, any 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 over or improper venue in connection with any such suit, action, or other proceeding. In furtherance of the matterforegoing, 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 10.9 shall be effective service of process for any such action or suit. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY 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 AGREEMENT OR ANY OF THE TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVEwaives the defense of inconvenient forum, 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; agrees not to commence any suit, action or other proceeding arising out of this Agreement or the Contemplated Transactions other than in any such court, and (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (ivagrees that a final judgment in any such suit, action, or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any other manner provided by Law. Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action relating to the Merger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 9.5(a) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.5shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

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 DelawareNew York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or suit Legal Proceeding among or between or brought by any of the parties arising out in respect of or relating to 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) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the New York State Supreme Court of Chancery of the State of Delaware located in and for New Castle CountyYork, Delaware New York (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 DelawareSouthern 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 request for leave from such courtcourts; and (c) irrevocably agrees that it will not bring any such action or suit Legal Proceeding in any court other than the Court Chosen Courts; provided that, notwithstanding anything in the foregoing to the contrary, no party hereto, nor any of Chancery its Affiliates, will bring, or support, any claim, whether at law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way relating to this Agreement or any of the State Transactions, including any dispute arising out 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 relating in any court way to the Commitment Letters or the performance thereof, anywhere other than in (i) any New York State court sitting in the Borough of Manhattan or (ii) the United States District Court for the Southern District of Delaware)New York. Service of any process, summons, notice or document to any party’s 's address and in the manner set forth in Section 10.9 10.6 shall be effective service of process for any such action or suitLegal Proceeding. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY 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 SUIT 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 TRANSACTIONSTRANSACTIONS 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 10.510.4.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or suit among or between any of the parties arising out of or relating to this Agreement or any of the TransactionsMerger, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court 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); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or suit in any court other than the Court 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 10.9 9.9 shall be effective service of process for any such action or suitaction. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY 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 AGREEMENT OR ANY OF THE TRANSACTIONSMERGER. 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 10.59.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all Actions and 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), 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 enforced in accordance with, by the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws thereoflaw. In For any Action or cause of action or suit among or between any of the parties arising that may be based on this Agreement, arise out of or relating to this Agreement or any of relate hereto or to the TransactionsMerger, the other transactions contemplated hereby or the negotiation, execution, performance or subject matter hereof, each of the parties: Party (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle Countyor, 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 extent such court does not have subject matter jurisdiction, the United States U.S. District Court for the District of Delaware); (b) agrees that it will Delaware or, to the extent such court does not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or suit in any court other than have subject matter jurisdiction, the Superior Court of Chancery of the State of Delaware Delaware, (ii) agrees that all such Actions and causes of action shall be heard and determined exclusively under the foregoing clause (i), (iii) waives any objection to laying venue in and for New Castle Countyany such Actions or cause of action in such courts, Delaware (unless the federal courts iv) waives any objection that any such court is an inconvenient forum or does not have exclusive jurisdiction over the matter, in which case each of the parties any Party and (v) agrees that it will not bring service of process upon such action or suit Party in any court other than the United States District Court for the District such Action or cause of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 10.9 action shall be effective service of if such process for any such action or suitis given as a notice under Section 8.4. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH 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 OR SUIT ARISING CAUSE OF ACTION THAT MAY BE BASED ON THIS AGREEMENT, ARISE OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF RELATE HERETO OR TO 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 THINGSMERGER, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.5OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THE NEGOTIATION, EXECUTION, PERFORMANCE OR SUBJECT MATTER HEREOF.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or suit among or between any of the parties arising out of or relating to this Agreement Agreement, the Merger or any of the Transactionsother transactions contemplated by this Agreement, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court 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); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or suit in any court other than the Court 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 10.9 9.9 shall be effective service of process for any such action or suitaction. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY 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 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 10.59.5.

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 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 enforced interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws that might otherwise govern under applicable principles of conflicts the State of laws thereofDelaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action or suit among or between any of the parties Parties arising out of or relating to this Agreement or Agreement, any of the TransactionsContemplated 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: (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court 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); (bii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (ciii) agrees that it will not bring any such action or suit in any court other than the Court 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 partyParty’s address and in the manner set forth in Section 10.9 9.8 shall be effective service of process for any such action or suit. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY 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 AGREEMENT 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 10.5action.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement (including, for purposes of this Section 9.4, the Confidentiality Agreements), and all Claims and 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) 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 enforced in accordance with, by the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws thereoflaw. In For any action or suit among or between any of the parties arising out of or relating to this Agreement or any of the TransactionsGoverned Claim, each of the parties: Party (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle Countyor, 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 extent such court does not have subject matter jurisdiction, the United States U.S. District Court for the District of DelawareDelaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware (such courts, collectively, the “Selected Courts”); , (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; 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 have jurisdiction over any Party and (e) agrees that it will not bring any service of process upon such action or suit in any court other than the Court of Chancery of the State of Delaware in and Party 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 10.9 Governed Claim shall be effective service of if such process for any such action or suitis given as a notice under Section 9.8. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH 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 OR SUIT ARISING OUT OF OR RELATING TO THIS AGREEMENT 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 10.5GOVERNED CLAIM.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or suit among or between any of the parties arising out of or relating to this Agreement or any of the TransactionsTransactions contemplated by this Agreement, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court 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); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or suit in any court other than the Court 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 10.9 9.9 shall be effective service of process for any such action or suitaction. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY 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 AGREEMENT OR ANY OF THE TRANSACTIONSTRANSACTIONS 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 10.59.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement and all Claims and 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) 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 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 of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws thereoflaw. In Subject to Section 1.6(b), Exhibit G and Section 1.9(a), for any action or suit among or between any of the parties arising out of or relating to this Agreement or any of the TransactionsGoverned Claim, each of the parties: Party (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle Countyor, 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 extent such court does not have subject matter jurisdiction, the United States U.S. District Court for the District of DelawareDelaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware located in Wilmington, Delaware (such courts, collectively, the “Selected Courts”); , (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; 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 have jurisdiction over any Party and (e) agrees that it will not bring any service of process upon such action or suit in any court other than the Court of Chancery of the State of Delaware in and Party 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 10.9 Governed Claim shall be effective service of if such process for any such action or suitis given as a notice under Section 9.8. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH 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 OR SUIT ARISING OUT OF OR RELATING TO THIS AGREEMENT 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 10.5GOVERNED CLAIM.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or suit among or between any of the parties arising out of or relating to this Agreement or any of the Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court 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); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or suit in any court other than the Court 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 10.9 2.7 shall be effective service of process for any such action or suit. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY 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 AGREEMENT 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 10.52.4.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement is made under, and shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws thereoflaw. In any action or suit among or between any of the parties arising out of or relating to this Agreement or any of the TransactionsAgreement, each of the parties: parties (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle Countyor, Delaware (unless to the federal courts extent such court does not have exclusive jurisdiction over subject matter jurisdiction, the matter, in which case each Superior Court of the parties irrevocably and unconditionally consents and submits to the jurisdiction State of Delaware or the United States District Court for the District of Delaware); , (b) agrees that it will not attempt to deny all claims in respect of such action or defeat such jurisdiction by motion or other request for leave from such court; proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 7.5, (c) agrees that it will not bring waives any objection to laying venue in any such action or suit proceeding in such courts, (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (e) agrees that service of process upon such party in any court other than such action shall be effective if such process is given as a notice in accordance with Section 7.9 of this Agreement. Notwithstanding the Court of Chancery of the State of Delaware in and for New Castle Countyforegoing, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties hereto agrees that it will shall not, and it shall use its commercially reasonable efforts to not permit any of its Affiliates to, bring such action or suit 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 court 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 United States District Court for City of New York in the District Borough of DelawareManhattan (and appellate courts thereof). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 10.9 shall be effective service of process for any such action or suit. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH 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 OR SUIT LEGAL PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT TRANSACTIONS CONTEMPLATED HEREBY OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY 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 10.5FINANCING LETTERS.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws. In any action or suit among or proceeding between any of the parties Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, : each of the parties: Parties irrevocably and unconditionally (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle CountyDelaware, Delaware (unless or, to the federal courts extent such court does not have exclusive jurisdiction over subject matter jurisdiction, the matter, in which case each Superior Court of the parties irrevocably and unconditionally consents and submits to the jurisdiction State of Delaware or the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny all claims in respect of such action or defeat such jurisdiction by motion or other request for leave from such courtproceeding shall be heard and determined exclusively in the courts set forth in clause (a) of this Section 10.5; and (c) agrees that it will not bring waives any objection to laying venue in any such action or suit proceeding in such courts; (d) waives any court other than the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal objection that such courts are an inconvenient forum or do not have exclusive jurisdiction over the matter, in which case each of the parties any Party; (e) 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 10.9 shall be effective service of process for upon such Party in any such action or suitproceeding shall be effective if notice is given in accordance with Section 10.8; and (f) agrees not to commence any action or proceeding arising out of or relating to this Agreement or any of the Contemplated Transactions in any court except the courts set forth in clause (a) of this Section 10.5. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH 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 OR SUIT PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT 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 10.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or suit among or between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court 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); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or suit in any court other than the Court 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 10.9 9.9 shall be effective service of process for any such action or suit. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY 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 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 10.5.9.5. 51

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareOklahoma, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or suit among or between any of the parties arising out of or relating to this Agreement or any of the TransactionsMerger, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the District Court of Chancery of the State of Delaware in and for New Castle Cleveland County, Delaware Oklahoma (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 Western District of DelawareOklahoma); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or suit in any court other than the District Court of Chancery of the State of Delaware in and for New Castle Cleveland County, Delaware Oklahoma (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 DelawareOklahoma). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 10.9 9.9 shall be effective service of process for any such action or suitaction. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY 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 AGREEMENT OR ANY OF THE TRANSACTIONSMERGER. 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 10.59.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In Except as set forth in Section 1.5 (Post-Closing Adjustment to Upfront Consideration Amount) and Section 1.9 (Contingent Consideration), in any action or suit among or between any of the parties arising out of or relating to this Agreement or any of the Transactions, each of the partiestransactions contemplated by this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of Chancery of the State of Delaware in and for New Castle Countyany state appellate court therefrom or, Delaware (unless the federal courts have exclusive jurisdiction over the matterif such court lacks subject matter jurisdiction, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for sitting in New Castle County in the District State of Delaware); and (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring if any such action or suit 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 other than the Court of Chancery of the State of Delaware located in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each Delaware. Each of the parties agrees that it will not bring such action or suit in waives any court other than defense of inconvenient forum to the United States District Court for the District of Delaware). Service maintenance of any processaction so brought and waives any bond, summonssurety or other security that might be required of any other party with respect thereto. Each Party hereby waives, notice to the fullest extent permitted by Law, any right to trial by jury of any claim, demand, action, or document to any party’s address and in the manner set forth in Section 10.9 shall be effective service cause of process for any such action or suit. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY 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 AGREEMENT 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; arising under this Agreement or (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 BYin 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, AMONG OTHER THINGSin each case, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.5whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. Each Party hereby further agrees and consents that any such claim, demand, action, or cause of action shall be decided by court trial without a jury and that the Parties may file a copy of this Agreement with any court as written evidence of the consent of the Parties to the waiver of their right to trial by jury.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or suit among or between any of the parties arising out of or relating to this Agreement or any of the Transactions, each of the parties: (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, 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 and unconditionally consents and submits submit to the exclusive personal jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle Countyor, Delaware (unless if such Court of Chancery declines to accept jurisdiction over any action, suit or proceeding, 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 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 under or relating to) this Agreement 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 District interpretation or enforcement hereof or of Delaware); (b) agrees any such document, that it will is not attempt 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 or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims relating to deny such action, proceeding or defeat transactions shall be heard and determined in such courts. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by motion Law, over the subject matter of such dispute, agree that 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 manner provided by Law (provided, however, that nothing in the foregoing shall restrict any party’s 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 request for leave from such court; and (c) agrees that it will not bring papers in connection with any such action or suit in any court other than the Court 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 proceeding in the manner set forth provided in Section 10.9 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 action or suit. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY 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 AGREEMENT 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 10.5thereof.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement and all actions (whether at law, in contract, in tort or otherwise) arising out of or relating to this Agreement, the negotiation, validity or performance of this Agreement and the Transactions shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareNew York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws. In any action All actions and proceedings (whether at law, in contract, in tort or suit among or between any of the parties otherwise) arising out of or relating to this Agreement, the negotiation, validity or performance of this Agreement or any of and the Transactions, each of Transactions shall be heard and determined in the parties: (a) irrevocably state and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of federal courts in the State of Delaware New York located in the Borough of Manhattan, 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 submit to the jurisdiction of such courts (and, in the United States District Court for case of appeals, the District of Delawareappropriate appellate court therefrom); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring , in any such action or suit in any court other than proceeding and irrevocably waive the Court defense of Chancery an inconvenient forum to the maintenance 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 10.9 shall be effective service of process for any such action or suitproceeding. 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 purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each of the 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 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 WHICH 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 SUIT OTHERWISE) ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONSAGREEMENT. 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 10.5.9.5

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or suit among or between any of the parties arising out of or relating Each party to this Agreement or any of the Transactions, each of the parties: (ai) irrevocably and unconditionally consents and submits to the exclusive personal jurisdiction of the federal courts of the United States of America located in the State of Delaware and venue of the Court of Chancery of the State of Delaware in and for New Castle CountyDelaware, 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); (bii) 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 Courts"), (iv) waives any claim of improper venue or any claim that those courts are an inconvenient forum and (cv) agrees that it will not bring any such action relating to this Agreement or suit the Transactions in any court other than the Court 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 Chosen Courts. The parties agrees to this Agreement agree 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 10.9 shall be effective service mailing of process for or other papers in connection with any such action or suitproceeding in the manner provided in Section 6.7 or in such other manner as may be permitted by applicable Law, shall be valid, effective and sufficient service thereof. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH 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 OR SUIT PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, THE MERGER OR ANY OF THE TRANSACTIONSOTHER 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 10.5.6.6. Section 6.7

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareIllinois, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. thereof In any action or suit among or between any of the parties arising out of or relating to this Agreement or any of the Transactionstransactions contemplated by this Agreement, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery a court of the State of Delaware Illinois located in and for New Castle CountyXxxx Country, Delaware 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 United States District Court for the District State of DelawareIllinois); (b) agrees that it it, he or she will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it it, he or she will not bring any such action or suit in any a court other than the Court of Chancery of the State of Delaware Illinois located in and for New Castle CountyXxxx Country, Delaware 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 or suit in any court other than a Federal court sitting in Xxxx County in the United States District Court for the District State of DelawareIllinois). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 10.9 7.6 shall be effective service of process for any such action or suitaction. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH 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 SUIT COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT 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 WOULDTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, 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 10.5HEREAFTER ARISING.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement Agreement, and all Claims and 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) 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 enforced in accordance with, by the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws thereofLaw. In Except as provided in Section 2.3 (Post-Closing Adjustment), Section 6.12 (Third-Party Payor Payments) and Schedule D, for any Claim or cause of action (whether in Contract or suit among in tort or between any of the parties arising otherwise, or whether at Law (including at common Law or by statute) or in equity) that may be based on, arise out of or relating to this Agreement relate hereto or any of the Transactionsnegotiation, execution, performance or subject matter hereof, each of the parties: Party (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle Countyor, 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 extent such court does not have subject matter jurisdiction, the United States 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); , (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; 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 have jurisdiction over any Party and (e) agrees that it will not bring service of process upon such Party in any such Claim or cause of action or suit in any court other than the Court 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 10.9 shall be effective service of if such process for any such action or suitis given as a notice under Section 12.8. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH 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 OR SUIT ARISING THAT MAY BE BASED ON, ARISE OUT OF OR RELATING TO THIS AGREEMENT RELATE HERETO OR ANY OF THE TRANSACTIONS. EACH PARTY ACKNOWLEDGESNEGOTIATION, 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 10.5SUBJECT MATTER HEREOF.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement is made under, and shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws thereoflaw. In any action or suit among or between any of the parties arising out of or relating to this Agreement or any of the TransactionsAgreement, each of the parties: parties (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle Countyor, Delaware (unless to the federal courts extent such court does not have exclusive jurisdiction over subject matter jurisdiction, the matter, in which case each Superior Court of the parties irrevocably and unconditionally consents and submits to the jurisdiction State of Delaware or the United States District Court for the District of Delaware); , (b) agrees that it will not attempt to deny all claims in respect of such action or defeat such jurisdiction by motion or other request for leave from such court; proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 7.5, (c) agrees that it will not bring waives any objection to laying venue in any such action or suit proceeding in such courts, (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (e) agrees that service of process upon such party in any court other than such action shall be effective if such process is given as a notice in accordance with Section 7.9 of this Agreement. Notwithstanding the Court of Chancery of the State of Delaware in and for New Castle Countyforegoing, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties hereto agrees that it will shall not, and it shall use its commercially reasonable efforts to not permit any of its Affiliates to, bring such action or suit 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 court 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 the United States District Court for the District of Delaware). Service of any process, summons, notice New York State court or document to any party’s address and federal court sitting in the manner set forth City of New York in Section 10.9 shall be effective service the Borough of process for any such action or suit. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT Manhattan (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 OR SUIT LEGAL PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT TRANSACTIONS CONTEMPLATED HEREBY OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY 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 10.5FINANCING LETTERS.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, controversy or dispute arising under or related thereto shall be governed by, by and construed and enforced 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 laws that might otherwise govern under applicable law principles of conflicts of laws thereofsuch State. In The parties hereto agree that any suit, action or suit among proceeding seeking to enforce any provision of, or between based on any of the parties matter arising out of or relating to in connection with, this Agreement or any of the Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware transactions contemplated hereby shall be brought 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 Southern District of Delaware); (b) agrees that it will not attempt to deny New York or defeat any New York State court sitting in the Borough of Manhattan in New York City, so long as one of such courts shall have subject matter jurisdiction by motion or other request for leave from over such court; and (c) agrees that it will not bring any such suit, action or suit proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in any court other than the Court of Chancery of the State of Delaware in New York, and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties hereby irrevocably consents 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 world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that it will not bring service of process on 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 party as provided in Section 10.9 7 shall be deemed effective service of process for any on such action or suitparty. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH 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 OR SUIT LEGAL PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT 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 10.5TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether at Law, 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 enforced in accordance with, with the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, regardless without giving effect to any choice or conflict of law provision or rule (whether of the laws State of Delaware or any other jurisdiction) that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or suit among or between any would cause the application of the Laws of any jurisdiction other than the State of Delaware. The parties arising out of or relating hereto hereby agree and consent to this Agreement or any of the Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits be subject to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matteror, in which case each of the parties irrevocably if (and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (bonly if) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or suit in any court other than the Court of Chancery of the State of Delaware shall be unavailable, any other court of the State of Delaware or, in and for New Castle County, Delaware (unless the case of claims to which the federal courts have exclusive subject matter jurisdiction, any 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 over or improper venue in connection with any such suit, action, or other proceeding. In furtherance of the matterforegoing, 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 10.9 shall be effective service of process for any such action or suit. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY 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 AGREEMENT OR ANY OF THE TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVEwaives the defense of inconvenient forum, 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; agrees not to commence any suit, action or other proceeding arising out of this Agreement or the Contemplated Transactions other than in any such court, and (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (ivagrees that a final judgment in any such suit, action, or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any other manner provided by Law. Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action relating to the Contemplated Transactions, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 9.5(a) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.5shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement is made under, and shall be governed by, and construed and enforced in accordance with, the laws Laws of the State of DelawareMaryland applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws thereofLaw, 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 States of Maryland and Virginia. In any action or suit among or between any Each of the parties arising out of or relating to this Agreement or any of the Transactions, each of the parties: (a) hereby irrevocably and unconditionally consents to and submits to the exclusive jurisdiction and venue of the Circuit Court of Chancery of for Baltimore City (Maryland), Business and Technology Case Management Program and/or 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 U.S. District Court for the District of Delaware); Maryland (bthe “Chosen Courts”) for any litigation arising out of this Agreement and the Transactions (and agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from commence any litigation relating thereto except in such court; and (c) agrees that it will not bring ), waives any objection to the laying of venue of any such action litigation in a Chosen Court and agree not to plead or suit claim in a Chosen Court that such litigation brought therein has been brought in any court other than inconvenient forum. Each of the Court parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of Chancery any such proceeding in the courts of the State of Delaware Maryland to the Maryland Court’s Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Nothing in and for New Castle County, Delaware (unless this Agreement shall limit or affect the federal courts have exclusive jurisdiction over the matter, in which case each 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 agrees, that it will not bring service of process may be made on such action or suit party by prepaid certified mail in any court other than the manner provided in Section 8.7 with a proof of mailing receipt validated by the United States District Court for the District Postal Service constituting evidence of Delaware)valid service. Service made pursuant to the foregoing shall have the same legal force and effect as if served upon such party personally within the State of any process, summons, notice or document to any party’s address and in the manner set forth in Section 10.9 shall be effective service of process for any such action or suitMaryland. EACH PARTY OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY 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 SUIT PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE TRANSACTIONSPARTIES 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 10.58.5.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all Actions and 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), 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 enforced in accordance with, by the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws thereoflaw. In For any Action or cause of action or suit among or between any of the parties arising that may be based on this Agreement, arise out of or relating to this Agreement or any of relate hereto or the Transactionsnegotiation, execution, performance or subject matter hereof, except as set forth in Section 8.9(b), each of the parties: Party (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle Countyor, 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 extent such court does not have subject matter jurisdiction, the United States U.S. District Court for the District of Delaware); (b) agrees that it will Delaware or, to the extent such court does not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or suit in any court other than have subject matter jurisdiction, the Superior Court of Chancery of the State of Delaware Delaware, (ii) agrees that all such Actions and causes of action shall be heard and determined exclusively under the foregoing clause (i), (iii) waives any objection to laying venue in and for New Castle Countyany such Actions or cause of action in such courts, Delaware (unless the federal courts iv) waives any objection that any such court is an inconvenient forum or does not have exclusive jurisdiction over the matter, in which case each of the parties any Party and (v) agrees that it will not bring service of process upon such action or suit Party in any court other than the United States District Court for the District such Action or cause of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 10.9 action shall be effective service of if such process for any such action or suitis given as a notice under Section 8.4. EACH PARTY ACKNOWLEDGES THAT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY AND ALL 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 OR SUIT 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 THIS AGREEMENT THE FINANCING) OR ANY OF THE TRANSACTIONS. EACH PARTY ACKNOWLEDGESNEGOTIATION, 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 10.5SUBJECT MATTER HEREOF.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed byTHE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, and construed and enforced in accordance withAND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, the laws of the State of DelawareWITHOUT 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 suit, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or suit among or between any of proceeding against the parties Company arising out of or relating to based upon this Agreement or the 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 Transactionslaying of venue of any such proceeding, each of the parties: (a) and 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 Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have non-exclusive jurisdiction over the matterof any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in which case each of the parties irrevocably any such proceeding brought in any such court shall be conclusive and unconditionally consents binding thereupon and submits to may be enforced in any other court in the jurisdiction of to which the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny Company is or defeat may be subject by suit upon such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or suit in any court other than the Court 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)judgment. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 10.9 shall be effective service of process for any such action or suit. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT 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 SUIT COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR RELATING IN ANY WAY RELATED TO THIS AGREEMENT 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 10.5TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed byAgreement, and construed and enforced in accordance withall disputes, the laws of the State of Delawareclaims, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action actions, suits, proceedings or suit among counterclaims (whether based on contract, tort or between any of the parties otherwise) arising out of or relating to this Agreement or the negotiation, administration, performance and enforcement of this Agreement shall be governed by, and construed in accordance with the Laws of the State of Delaware, including its statutes of limitations, without giving effect to any Laws or 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. Each of the parties 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, 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 Transactions, each right of the parties: any party hereto to serve legal process in any other manner permitted by applicable Law; (ab) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive jurisdiction and venue of the Court 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 general jurisdiction of the United States District Court for Chosen Courts in the District event that any dispute or controversy arises out of Delaware)this Agreement or the transactions contemplated hereby; (bc) 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 Courts; (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 (cf) agrees that it will not bring any such action Legal Proceeding relating to this Agreement or suit the transactions contemplated hereby in any court other than the Court 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 Chosen Courts. Each of the parties agrees that it will not bring such action or suit a final judgment 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 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 10.9 shall be effective service of process for any such action or suitprovided by applicable Law. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH 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 SUIT OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONSOTHER 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 10.56.6.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement and all actions (whether at law, in contract, in tort or otherwise) arising out of or relating to this Agreement, the negotiation, validity or performance of this Agreement and the Transactions shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareNew York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws. In any action All actions and proceedings (whether at law, in contract, in tort or suit among or between any of the parties otherwise) arising out of or relating to this Agreement, the negotiation, validity or performance of this Agreement or any of and the Transactions, each of Transactions shall be heard and determined in the parties: (a) irrevocably state and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of federal courts in the State of Delaware New York located in the Borough of Manhattan, 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 submit to the jurisdiction of such courts (and, in the United States District Court for case of appeals, the District of Delawareappropriate appellate court therefrom); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring , in any such action or suit in any court other than proceeding and irrevocably waive the Court defense of Chancery an inconvenient forum to the maintenance 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 10.9 shall be effective service of process for any such action or suitproceeding. 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 purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each of the 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 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 WHICH 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 SUIT OTHERWISE) ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT 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 10.5AGREEMENT.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement Agreement, and all Claims and 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) 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 enforced in accordance with, by the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws thereof. In any action or suit among or between any law that would direct the application of the parties arising laws of another jurisdiction. Except as provided in Section 2.5 and Section 9.1, for any Claim or cause of action that may be based on, arise out of or relating to this Agreement relate hereto or any of the Transactionsnegotiation, execution, performance or subject matter hereof, each of the parties: Party (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle Countyor, 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 extent such court does not have jurisdiction, the United States U.S. District Court for the District of Delaware); 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, (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; 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 have jurisdiction over any Party and (e) agrees that it will not bring service of process upon such Party in any such Claim or cause of action or suit in any court other than the Court 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 10.9 shall be effective service of if such process for any such action or suitis given as a notice under Section 11.9. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH 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 OR SUIT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS. 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 10.5performance or subject matter hereof.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement is made under, and shall be governed by, and construed and enforced in accordance with, the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws thereoflaw. In any action or suit among or between any of the parties arising out of or relating to this Agreement or any of the TransactionsAgreement, each of the parties: parties (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle Countyor, Delaware (unless to the federal courts extent such court does not have exclusive jurisdiction over subject matter jurisdiction, the matter, in which case each Superior Court of the parties irrevocably and unconditionally consents and submits to the jurisdiction State of Delaware or the United States District Court for the District of Delaware); , (b) agrees that it will not attempt to deny all claims in respect of such action or defeat such jurisdiction proceeding shall be heard and determined exclusively by motion or other request for leave from such court; and the aforementioned courts in accordance with clause (a) of this Section 7.5, (c) agrees that it will not bring waives any objection to laying venue in any such action or suit proceeding in such courts, (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (e) agrees that service of process upon such party in any court other than such action shall be effective if such process is given as a notice in accordance with Section 7.9. Notwithstanding the Court of Chancery of the State of Delaware in and for New Castle Countyforegoing, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties hereto agrees that it will shall not, and it shall use its commercially reasonable efforts to not permit any of its Affiliates to, bring such action or suit 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 court 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 United States District Court for City of New York in the District Borough of DelawareManhattan (and appellate courts thereof). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 10.9 shall be effective service of process for any such action or suit. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH 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 OR SUIT LEGAL PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT TRANSACTIONS CONTEMPLATED HEREBY OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY 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 10.5FINANCING LETTERS.

Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws Laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of Laws thereof; provided that, for the avoidance of doubt, the fiduciary and other duties of the Company Board, the directors of Merger 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 any Dissenting Shares and the internal corporate affairs of the Company and Merger Subs shall in each case be governed by the laws thereofof the Cayman Islands. In any action or suit among or between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County(or, Delaware (unless the federal courts have exclusive only if such court declines to accept jurisdiction over the a particular matter, in which case each of any state or federal court within the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District State of Delaware); and (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring if any such action or suit 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 other than the Court of Chancery of the State of Delaware located in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each Delaware. Each of the parties agrees that it will not bring such action or suit in waives any court other than defense of inconvenient forum to the United States District Court for the District of Delaware). Service maintenance of any processaction so brought and waives any bond, summonssurety or other security that might be required of any other party with respect thereto. Each Party hereby waives, notice to the fullest extent permitted by Law, any right to trial by jury of any claim, demand, action, or document to any party’s address and in the manner set forth in Section 10.9 shall be effective service cause of process for any such action or suit. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY 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 AGREEMENT 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; arising under this Agreement or (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 BYin 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, AMONG OTHER THINGSin each case, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.5whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. Each Party hereby further agrees and consents that any such claim, demand, action, or cause of action shall be decided by court trial without a jury and that the Parties may file a copy of this Agreement with any court as written evidence of the consent of the Parties to the waiver of their right to trial by jury.