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

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) and each of the parties hereby irrevocably consents to the 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. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of DelawareNebraska, without giving effect to any exclusive of its choice of law laws rules. Any legal action or conflict of law rules proceeding with respect to this Agreement or provisions (whether any other Loan Document may be brought in the courts of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision ofNebraska in Xxxxxxx County, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) Nebraska, and, by execution and each delivery of the parties this Agreement, Borrowers hereby irrevocably consents to accept for themselves and in respect of their property, generally and unconditionally, the nonexclusive jurisdiction of such courts (and courts. Borrowers further irrevocably consent to the service of process out of any of the appropriate appellate aforementioned courts therefrom) in any such suit, action or proceeding and irrevocably waivesby the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the fullest extent address set out for notices pursuant to Section 8.4, such service to become effective three (3) days after such mailing. Nothing herein shall affect the right of the Agent to serve process in any other manner permitted by law, law or to commence legal proceedings or to otherwise proceed against Borrowers in any other jurisdiction. Borrowers hereby irrevocably waive any objection that it which they may now or hereafter have to the laying of the venue of any such suit, action of the aforesaid actions or proceeding proceedings arising out of or in connection with this Agreement or any other Loan Document brought in the courts referred to above and hereby further irrevocably waive and agree not to plead or claim 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 suitTHE AGENT, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. THE PARTIES HERETO LENDERS AND BORROWERS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Waiver of Jury Trial. This Termination Agreement shall be governed by, construed and construed any disputes as to its performance shall be determined in accordance with, with the laws of the State of Delaware. All Actions arising out of or relating to this Termination Agreement shall be heard and determined exclusively in any Delaware Chancery Court, without giving effect to or if such court does not have subject matter jurisdiction, any choice of law state or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than federal court located in the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliatesa) shall be brought in submit to the Court of Chancery exclusive jurisdiction of the State of Delaware Chancery Court (or in the eventor, but only in the event, that if such court does not have subject matter jurisdiction over such action jurisdiction, any state or proceeding, the Superior Court of federal court located in the State of Delaware (Complex Commercial DivisionDelaware) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District purpose of Delawareany Action arising out of or relating to this Termination Agreement, and (b) irrevocably waive, and each agree not to assert by way of the parties hereby irrevocably consents motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of such courts (and the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the appropriate appellate courts therefrom) Action is improper, or that this Termination Agreement or the terms hereof may not be enforced in or by any such suit, action or proceeding and irrevocably waives, of the above-named court. Each of the parties hereto hereby waives to the fullest extent permitted by lawapplicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Termination Agreement or the transactions contemplated hereby. Each of the parties hereto (i) certifies that no representative, agent or attorney of any objection other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it may now or hereafter and the other parties hereto have been induced to enter into this Termination Agreement by, among other things, the laying of the venue of any such suit, action or proceeding mutual waivers and certifications 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. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYthis Section 9.

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed byAgreement, and construed all Claims and causes of action of the Parties (whether in accordance withcontract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate to this Agreement or the negotiation, execution, performance or subject matter hereof, the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. In any choice of law action among or conflict of law rules or provisions (whether between any of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection withrelating to this Agreement, this Agreement or each Party (a) irrevocably and unconditionally consents and submits to the transactions contemplated hereby (whether brought by any party or any exclusive jurisdiction and venue of its Affiliates or against any party or any of its Affiliates) shall be brought in the Court of Chancery of the State of Delaware (or in or, to the event, but only in the event, that extent such court does not have subject matter jurisdiction over such action or proceedingjurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware, (b) and each of the parties hereby irrevocably consents to the jurisdiction agrees that all claims in respect of such courts action or proceeding shall be heard and determined exclusively in accordance with clause (and a) of the appropriate appellate courts therefromthis Section 7.6, (c) waives any objection to laying venue 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 such courts, (d) waives any objection that such court courts are an inconvenient forum or do not have jurisdiction over any party and (e) agrees that any service of process upon such suit, action or proceeding brought party in any such court has been brought action shall be effective if such process is given as a notice in an inconvenient forumaccordance with Section 7.9. Process in Notwithstanding the foregoing, the Parties agree that the Bankruptcy Court shall have exclusive jurisdiction over any such suitaction among or between any of the parties related to Parent’s or Merger Sub’s right of specific performance, action termination of this Agreement by SunEdison, or proceeding may be served on any party anywhere in the world, whether within or without Approval Order and the jurisdiction of any such courtinterpretation thereof. THE PARTIES HERETO HEREBY EACH PARTY IRREVOCABLY WAIVE WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT.

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) and each of the parties hereby irrevocably consents to the 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. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed in accordance with, under the laws of the State of Delaware, New York (without giving effect regard to any choice of law or the conflict of law rules or provisions principles thereof). (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) and each Each of the parties hereby irrevocably consents submits to the jurisdiction of such courts (any state or federal court located in Manhattan, New York City solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the appropriate appellate courts therefrom) documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such suitdocument, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said court 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 court, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and irrevocably waives, determined in such court. The parties hereby consent to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of and grant any such suit, court jurisdiction over the person of such parties and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 11.1 hereof or in 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 other manner as may be served on any party anywhere in the worldpermitted by applicable law shall be valid and sufficient service thereof. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, whether within or without the jurisdiction of any such court. THE PARTIES HERETO AND THEREFORE EACH PARTY HEREBY IRREVOCABLY WAIVE AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.7(c).

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates Permitted Management Transferees or against any party or any of its AffiliatesPermitted Management Transferees) shall be brought in the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) and each of the parties hereby irrevocably consents to the 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. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Waiver of Jury Trial. (a) (a) This Agreement, and any claim, action, suit, investigation or proceeding of any kind whatsoever, including a counterclaim, cross-claim or defense, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of or related to this Agreement or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, Delaware applicable to agreements executed and performed entirely within such State without giving effect regards to any choice conflicts of law or conflict of law rules or provisions (whether principles of the State of Delaware or any other jurisdiction) jurisdiction that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking Delaware to enforce any provision ofapply. (b) Each Partner hereby (i) submits to the exclusive jurisdiction of the Delaware Chancery Court, or based on if the Delaware Chancery Court is unavailable, any matter arising out of state or federal court sitting in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Court of Chancery of the State of Delaware (collectively, the “Delaware Courts”), with respect to any dispute, action, suit or in proceeding based upon, arising out of or related to this Agreement or any transaction contemplated hereby to the event, but only in the event, that extent such court does not courts would have subject matter jurisdiction over with respect to such action or proceedingdispute, the Superior Court of the State of Delaware (Complex Commercial Divisionii) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) and each of the parties hereby irrevocably consents to the 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 irrevocably waives, and agrees not to assert by way of motion, defense, or hereafter have to the laying of the venue of any such suitotherwise, action or proceeding in any such court dispute, action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of any such suitof the Delaware Courts, that its property is exempt or immune from attachment or execution, that the action or proceeding brought in any such court has been is brought in an inconvenient forum. Process , or that the venue of the action is improper, (iii) to the fullest extent permitted by law, agrees that notice or the service of process in any such suitaction, action suit or proceeding may arising out of or relating to this Agreement or the transactions contemplated hereby shall be properly served on any party anywhere or delivered if delivered to such Partner at such Partner’s last known address as set forth in the worldPartnership’s books and records, whether within and (iv) to the fullest extent permitted by law, irrevocably waives any and all right to trial by jury in any legal proceeding based upon, arising out of or without related to this Agreement or the jurisdiction of any such court. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYtransactions contemplated hereby.

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of DelawareNebraska, without giving effect to any exclusive of its choice of law laws rules. Any legal action or conflict of law rules proceeding with respect to this Agreement or provisions (whether any other Loan Document may be brought in the courts of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision ofNebraska in Xxxxxxx County, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) Nebraska, and, by execution and each delivery of this Agreement, Company hereby irrevocably accepts for it self and in respect of its property, generally and unconditionally, the parties hereby nonexclusive jurisdiction of such courts. Company further irrevocably consents to the jurisdiction service of such courts (and process out of any of the appropriate appellate aforementioned courts therefrom) in any such suit, action or proceeding and irrevocably waivesby the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the fullest extent address set out for notices pursuant to Section 8.4, such service to become effective three (3) days after such mailing. Nothing herein shall affect the right of First National to serve process in any other manner permitted by law, law or to commence legal proceedings or to otherwise proceed against Company in any other jurisdiction. Company hereby irrevocably waives any objection that which it may now or hereafter have to the laying of the venue of any such suit, action of the aforesaid actions or proceeding proceedings arising out of or in connection with this Agreement or any other Loan Document brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim 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. THE PARTIES HERETO FIRST NATIONAL AND COMPANY HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Waiver of Jury Trial. This Agreement and the legal relations between the Parties shall be governed by, by and interpreted and construed in accordance withwith the laws of the State of Delaware. Any and all claims, controversies and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort or statute, shall be governed by the laws of the State of Delaware, including its statutes of limitations, without giving effect to any choice of law conflict-of-laws or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) rule that would cause result in the application of the laws of any jurisdiction other than the State of Delawarea different jurisdiction. The parties hereto agree that state and federal courts located within the state of Delaware shall have exclusive jurisdiction over any suitand all disputes between the Parties, action whether in law or proceeding seeking to enforce any provision ofin equity, or based on any matter arising out of or relating to this Agreement and the agreements, instruments and documents contemplated hereby and the Parties consent to and agree to be subject to the exclusive jurisdiction of such courts. The Parties hereby irrevocably waive to the fullest extent permitted by applicable law, and shall not assert in any such dispute, any claim that: (a) such Party is not personally subject to the jurisdiction of such courts; (b) such Party and such Party’s property is immune from any legal process of, in or relating to such courts; or (c) any action or other proceeding commenced in such courts is brought in an inconvenient forum. The mailing of process or other papers in connection with, with any such action or proceeding in the manner provided in Section 9.12 (or in such other manner as may be permitted by law) shall be valid and sufficient service thereof and the Parties hereby irrevocably waive any objections to service accomplished in the manner provided herein. The Parties hereby irrevocably waive all right to a trial by jury in any action or other proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) and each of the parties hereby irrevocably consents to the 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. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYhereby.

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed byTHIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE. The New Borrower (on behalf of itself and construed the other Loan Parties) and each Lender party hereto unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in accordance withlaw or equity, whether in contract or in tort or otherwise, against any other party hereto or any related party of any of the laws foregoing in any way relating to this Amendment or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of Delaware, without giving effect to any choice New York sitting in New York County and of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for of the Southern District of Delaware) New York, and any appellate court from any thereof, and each of the parties hereby hereto irrevocably consents and unconditionally submits, for itself and its property, to the jurisdiction of such courts (and agrees that all claims in respect of the appropriate appellate courts therefrom) in any such suitaction, action litigation or proceeding may be heard and irrevocably waivesdetermined in such New York State court or, to the fullest extent permitted by applicable law, any objection in such Federal court. Each party hereto agrees that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding a final judgment in any such court or that any such suitaction, action litigation or proceeding brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or 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. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYother manner provided by law.

Applicable Law; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect reference to any choice of law or the conflict of laws principles thereof that would result in the application of the law rules of another jurisdiction. Each of the Parties irrevocably agrees that any legal action or provisions (whether proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Chancery Court and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court, or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than state appellate court therefrom within the State of Delaware, declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). The parties hereto agree Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be such court is brought in an inconvenient forum, (ii) the Court venue of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waivesis improper or (iii) this Agreement, to or the fullest extent permitted subject matter hereof, may not be enforced in or by lawsuch courts.(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, any objection that it may now or hereafter have to the laying of the venue of any such suitTHEREFORE, 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. THE PARTIES HERETO HEREBY EACH SUCH PARTY IRREVOCABLY WAIVE AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ACTION ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10 (b).

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed byTHE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, and construed in accordance with, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. TIME IS OF THE ESSENCE IN THIS AGREEMENT. The Company irrevocably (a) submits to the laws jurisdiction of any court of the State of Delaware, without giving effect to any choice of law New York or conflict of law rules or provisions (whether the United State District Court for the Southern District of the State of Delaware or any other jurisdiction) that would cause New York for the application purpose of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision ofaction, or based on any matter other proceeding arising out of or in connection withthis Agreement, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against the Transaction Documents and the Offering Memorandum (each, a “Proceeding”), (b) agrees that all claims in respect of any party or any of its Affiliates) shall Proceeding may be brought in the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) heard and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) determined in any such suitcourt, action or proceeding and irrevocably (c) waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying immunity from jurisdiction of the venue of any such suit, action or proceeding in any such court or from any legal process therein, (d) agrees not to commence any Proceeding other than in such courts, and (e) waives, to the fullest extent permitted by law, any claim that any such suit, action or proceeding brought in any such court has been Proceeding is brought in an inconvenient forum. Process in any such suitThe Company hereby irrevocably designates CT Corporation System Inc, action or proceeding 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as agent upon whom process against the Company may be served on any party anywhere in the world, whether within or without the jurisdiction of any such courtserved. THE PARTIES HERETO COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY IRREVOCABLY WAIVE WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING CLAIM BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBYBY THE TRANSACTION DOCUMENTS, THE DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM.

Applicable Law; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by, by and construed in accordance with, with the laws law of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application regardless of the laws that might otherwise govern under applicable principles of any jurisdiction other than conflicts of laws. Each of the State of Delaware. The parties hereto agree that any suithereby irrevocably and unconditionally (i) submits, action or proceeding seeking for itself and its property, to enforce any provision of, or based on any matter arising out the exclusive jurisdiction of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Delaware Court of Chancery (or, only if the Delaware Court of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter Chancery declines to accept jurisdiction over such action or proceedinga particular matter, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts any Federal court of the United States of AmericaAmerica sitting in the State of Delaware), and any appellate court from any thereof, in any action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any Federal court of the United States District Court for of America sitting in the District State of Delaware), (ii) waives, to the fullest extent it may legally and each effectively do so, any objection which it may now or hereafter have to the laying of venue of any action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or any Federal court of the parties hereby irrevocably consents to United States of America sitting in the jurisdiction State of such courts Delaware, (and of the appropriate appellate courts therefromiii) 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 the defense of an inconvenient forum to the laying maintenance of the venue of any such suit, action or proceeding in any such court or and (iv) agrees that any such suit, action or proceeding brought a final judgment in any such court has been brought action shall be conclusive and may be enforced in an inconvenient forum. Process other jurisdictions by suit on the judgment or in any such suitother manner provided by law. (b) TO THE FULLEST EXTENT PERMITTED BY LAW, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. THE PARTIES EACH PARTY HERETO HEREBY IRREVOCABLY WAIVE ANY AND WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OF, RELATING TO OR RELATED TO IN CONNECTION WITH (I) THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYVALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (II) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed byTHE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, and construed in accordance with, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. TIME IS OF THE ESSENCE IN THIS AGREEMENT. The Company irrevocably (a) submits to the laws jurisdiction of any court of the State of Delaware, without giving effect to any choice of law New York or conflict of law rules or provisions (whether the United State District Court for the Southern District of the State of Delaware or any other jurisdictionNew York (each a “New York Court”) that would cause for the application purpose of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision ofaction, or based on any matter other proceeding arising out of or in connection withthis Agreement, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against the Transaction Documents and the Offering Memorandum (each, a “Proceeding”), (b) agrees that all claims in respect of any party or any of its Affiliates) shall Proceeding may be brought in the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) heard and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) determined in any such suitcourt, action or proceeding and irrevocably (c) waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying immunity from jurisdiction of the venue of any such suit, action or proceeding in any such court or from any legal process therein, (d) agrees not to commence any Proceeding other than in such courts, and (e) waives, to the fullest extent permitted by law, any claim that any such suit, action or proceeding brought in any such court has been Proceeding is brought in an inconvenient forum. Process in any such suitThe Company hereby irrevocably designates CT Corporation System Inc, action or proceeding 100 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the “Authorized Agent”) as agent upon whom process against the Company may be served on any party anywhere in the world, whether within or without the jurisdiction of any such courtserved. THE PARTIES HERETO COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY IRREVOCABLY WAIVE WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING CLAIM BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBYBY THE TRANSACTION DOCUMENTS, THE DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM.

Applicable Law; Waiver of Jury Trial. This Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, Delaware without giving effect to any choice of law or conflict of law rules provision or provisions rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking Each Party (a) submits to enforce any provision of, or based on any matter arising out the exclusive jurisdiction of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Court of Chancery of the State of Delaware (or in the eventDelaware, but only in the eventNew Castle County, or, if that such court does not have subject matter jurisdiction over such action or proceedingjurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) ora federal court sitting in Wilmington, if subject matter jurisdiction over the Delaware, in any action or proceeding is vested exclusively arising out of or relating to this Agreement, (b) agrees that all claims in the federal courts of the United States of America, the United States District Court for the District of Delaware) and each of the parties hereby irrevocably consents to the jurisdiction respect 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 heard and determined only in the world, whether within or without the jurisdiction of any such court, (c) agrees that it shall not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court, and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEach Party waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of the other Party with respect thereto. Either Party may make service on the other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 6.8 below. Nothing in this Section 6.4, however, shall affect the right of either Party to serve legal process in any other manner permitted by law. To the extent permitted by applicable law, each Party hereby irrevocably waives all rights to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby or the actions of either Party in the negotiation, administration, performance and enforcement of this Agreement.

Applicable Law; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect reference to any choice of law or the conflict of laws principles thereof that would result in the application of the law rules of another jurisdiction. Each of the Parties irrevocably agrees that any legal action or provisions (whether proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Chancery Court and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court, or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than state appellate court therefrom within the State of Delaware, declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). The parties hereto agree Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be such court is brought in an inconvenient forum, (ii) the Court venue of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waivesis improper or (iii) this Agreement, to or the fullest extent permitted subject matter hereof, may not be enforced in or by lawsuch courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, any objection that it may now or hereafter have to the laying of the venue of any such suitTHEREFORE, 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. THE PARTIES HERETO HEREBY EACH SUCH PARTY IRREVOCABLY WAIVE AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ACTION ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(b).

Applicable Law; Waiver of Jury Trial. This Agreement and the legal relations between the Parties shall be governed by, by and interpreted and construed in accordance withwith the Law of the State of Delaware. Any and all claims, controversies and causes of action arising out of or relating to this Agreement, whether in contract, in tort, in strict liability, under statute or otherwise, shall be governed by the laws Law of the State of Delaware, including its statutes of limitations, without giving effect to any choice conflict-of-laws or other rule that would result in the application of law or conflict the Laws of law rules or provisions (whether of a different jurisdiction. The state and federal courts located within the State of Delaware shall have exclusive jurisdiction over any and all disputes between the Parties, whether at Law or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any suitin equity or otherwise, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement and the agreements, instruments and documents contemplated hereby and the Parties consent to and agree to be subject to the exclusive jurisdiction of such courts. The Parties irrevocably waive to the fullest extent permitted by applicable Law, and shall not assert in any such dispute, any claim that: (a) such Party is not personally subject to the jurisdiction of such courts; (b) such Party and such Party’s property is immune from any legal process of, in or relating to such courts; or (c) any action or other proceeding commenced in such courts is brought in an inconvenient forum. The mailing of process or other papers in connection with, with any such action or proceeding in the manner provided in Section 9.7 (or in such other manner as may be permitted by Law) shall be valid and sufficient service thereof and the Parties irrevocably waive any objections to service accomplished in the manner provided herein. The Parties irrevocably waive all right to a trial by jury in any action or other proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) and each of the parties hereby irrevocably consents to the 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. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYhereby.