Common use of Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury Clause in Contracts

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection with, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any Proceeding, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, arising out of or otherwise relating to this AgreementAND IN ALL RESPECTS SHALL BE INTERPRETED, shall be interpretedCONSTRUED AND GOVERNED BY AND IN, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (or any other jurisdictionOR ANY OTHER JURISDICTION) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that: (i) that it shall bring any action or Proceeding against in respect of any other Party in connection with, claim arising out of under or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the Court of Chancery for the State of Delaware in and for New Castle County, Delaware (or, in the event that such court does not have subject matter jurisdiction over such action or Proceeding, the United States District Court for the District of Delaware) (the “Chosen Courts; and (iiCourt”) and, solely in connection with such Proceedingsclaims, (Ai) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen CourtsCourt, (Bii) irrevocably waives any objection to the laying of venue in any such action or Proceeding in the Chosen CourtsCourt, (Ciii) irrevocably waives any objection that the Chosen Courts are Court is an inconvenient forum or do does not have jurisdiction over any Party, Party and (Div) agrees that mailing of process or other papers in connection with any such action or Proceeding in the manner provided in Section 10.2 10.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courtsthereof. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingIS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (iI) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE, expressly or otherwiseAGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, that such other Parties would notEXPRESSLY OR OTHERWISE, in the event of any ProceedingTHAT SUCH OTHER PARTY WOULD NOT, seek to enforce the foregoing waiverIN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (ivIV) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS BY AMONG OTHER THINGS, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byTHE MUTUAL WAIVERS, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.4(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (ai) This Agreement and all Proceedings against any other Party parties hereto in connection with, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (bii) Each of the Parties parties hereto agrees that: (iA) it shall bring any Proceeding against any other Party party hereto in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen Courts; and (iiB) solely in connection with such Proceedings, (A1) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B2) irrevocably waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C3) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Partyparty hereto, (D4) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 9(e) or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E5) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b9(a) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (ciii) Each Party party hereto acknowledges and agrees that any Proceeding against any other Party party hereto which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issues, and therefore each Party party hereto irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such Proceeding. Each Party party hereto hereby acknowledges and certifies that (i) no Representative of the other Parties parties hereto has represented, expressly or otherwise, that such other Parties parties hereto would not, in the event of any Proceeding, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(c9(a).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection with, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, in all respects governed by, by and enforced construed and interpreted in accordance with, with the Laws of the state Province of Delaware, including, subject to Section 10.1, its statutes Ontario and the federal Laws of limitationsCanada applicable therein, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (b) Each Subject to the express terms and conditions of Schedule 3 with respect to indemnification, each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party Claim in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen CourtsCourt; and (ii) solely in connection with such ProceedingsClaims, it (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen CourtsCourt, (B) irrevocably waives any objection to the laying of venue in any such Proceeding Claim in the Chosen CourtsCourt, (C) irrevocably waives any objection that the Chosen Courts are Court is an inconvenient forum or do does not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding Claim in the manner provided in Section 10.2 7.1 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim Claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b7.8(b) or that any Order issued by the Chosen Courts Court may not be enforced in or by the Chosen CourtsCourt. (c) Each Party acknowledges and agrees that any Proceeding against any other Party controversy which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingClaim, directly or indirectly, connected with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any ProceedingClaim, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(c)7.8.

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party dispute arising out of, in connection with, arising out of with or otherwise relating to this Agreement, Agreement shall be interpreted, construed, governed by, by and enforced construed in accordance with, with the Laws of the state State of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard giving effect to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionthereof. (b) Each of the Parties and APAC agrees thatthat any Action related to this agreement shall be brought exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law, exclusive jurisdiction over such matter is vested in the federal courts, any federal court in the State of Delaware and any appellate court from any thereof (the “Chosen Courts”). By executing and delivering this Agreement, each of the Parties and APAC irrevocably: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, (A) irrevocably accepts generally and unconditionally submits to the exclusive jurisdiction of the Chosen CourtsCourts for any Action relating to this Agreement, including any Action brought for any remedy contemplated by Section 9.17; (Bii) irrevocably waives any objection objections which such Party or APAC, as the case may be, may now or hereafter have to the laying of venue of any such Action contemplated by this Section 9.16(b) and hereby further irrevocably waives and agrees not to plead or claim that any such Action has been brought in an inconvenient forum; (iii) agrees that it will not attempt to deny or defeat the personal jurisdiction of the Chosen Courts by motion or other request for leave from any such court; (iv) agrees that it will not bring any Action contemplated by this Section 9.16(b) in any such Proceeding in court other than the Chosen Courts; (v) agrees that service of all process, including the summons and complaint, in any Action may be made by registered or certified mail, return receipt requested, to such party at their respective addresses provided in accordance with Section 9.6 or in any other manner permitted by Law; and (Cvi) irrevocably waives agrees that service as provided in the preceding clause (v) is sufficient to confer personal jurisdiction over such Party or APAC in the Action, and otherwise constitutes effective and binding service in every respect. Each of the Parties and APAC agrees that a final judgment in any objection that Action in a Chosen Court as provided above may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law, and each Party and APAC further agrees to the non-exclusive jurisdiction of the Chosen Courts are an inconvenient forum for the enforcement or do not have jurisdiction over any Party, (D) agrees that mailing execution of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courtsjudgment. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH OF LIGAND, arise out of or otherwise relate to this AgreementOMNIAB AND APAC HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING IN ANY COURT RELATING TO ANY DISPUTE, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesCONTROVERSY OR CLAIM ARISING OUT OF, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingRELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT (INCLUDING ANY SCHEDULE OR EXHIBIT HERETO AND THERETO) OR THE BREACH, TERMINATION OR VALIDITY OF SUCH AGREEMENT, INSTRUMENTS OR DOCUMENTS OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF SUCH AGREEMENTS, INSTRUMENTS OR DOCUMENTS. Each Party hereby acknowledges and certifies that (iNEITHER LIGAND, OMNIAB NOR APAC SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR DOCUMENTS. NEITHER LIGAND, OMNIAB NOR APAC WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH OF LIGAND, OMNIAB AND APAC CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, INSTRUMENT OR DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 9.16(c). NONE OF LIGAND, OMNIAB OR APAC HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OF THE OTHERS THAT THE PROVISIONS OF THIS SECTION 9.16(c) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any Proceeding, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(c)WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement shall be deemed to be made in and in all Proceedings against any other Party in connection with, arising out of or otherwise relating to this Agreement, respects shall be interpreted, construed, construed and governed by, by and enforced in accordance with, with the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, Delaware without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 9.02 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b9.06(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any Proceeding, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(c9.06(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (or any other jurisdictionOR ANY OTHER JURISDICTION) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that: (i) that it shall bring any action or Proceeding against in respect of any other Party in connection with, claim arising out of under or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the Court of Chancery for the State of Delaware in and for New Castle County, Delaware (or, in the event that such court does not have subject matter jurisdiction over such action or Proceeding, the United States District Court for the District of Delaware) (the “Chosen Courts; and (iiCourt”) and, solely in connection with such Proceedingsclaims, (Ai) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen CourtsCourt, (Bii) irrevocably waives any objection to the laying of venue in any such action or Proceeding in the Chosen CourtsCourt, (Ciii) irrevocably waives any objection that the Chosen Courts are Court is an inconvenient forum or do does not have jurisdiction over any Party, Party and (Div) agrees that mailing of process or other papers in connection with any such action or Proceeding in the manner provided in Section 10.2 10.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courtsthereof. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingIS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (iI) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE, expressly or otherwiseAGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, that such other Parties would notEXPRESSLY OR OTHERWISE, in the event of any ProceedingTHAT SUCH OTHER PARTY WOULD NOT, seek to enforce the foregoing waiverIN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (ivIV) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS BY, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byAMONG OTHER THINGS, among other thingsTHE MUTUAL WAIVERS, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.4(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT AND ALL PROCEEDINGS AGAINST ANY PARTY IN CONNECTION WITH, arising out of or otherwise relating to this AgreementARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT SHALL BE INTERPRETED, shall be interpretedCONSTRUED, construedGOVERNED BY, governed byAND ENFORCED IN ACCORDANCE WITH, and enforced in accordance withTHE LAWS OF THE STATE OF DELAWARE, the Laws of the state of DelawareINCLUDING ITS STATUTES OF LIMITATIONS, includingWITHOUT REGARD TO ANY BORROWING STATUTE THAT WOULD RESULT IN THE APPLICATION OF THE STATUTE OF LIMITATIONS OF ANY OTHER JURISDICTION OR THE CONFLICTS OF LAWS PROVISIONS, subject to Section 10.1RULES OR PRINCIPLES THEREOF (OR ANY OTHER JURISDICTION) TO THE EXTENT THAT SUCH PROVISIONS, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionRULES OR PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties parties agrees that: (i) it shall bring any Proceeding against any other Party proceeding in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the courts of the State of Delaware in the Court of Chancery of the State of Delaware, or (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division); provided that if subject matter jurisdiction over the proceeding is vested exclusively in the United States federal courts, such proceeding shall be heard in the United States District Court for the District of Delaware (the “Chosen Courts”); and (ii) solely in connection with such Proceedingsproceedings, (Aa) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (Bb) irrevocably it waives any objection to the laying of venue in any such Proceeding proceeding in the Chosen Courts, (Cc) irrevocably it waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Partyparty, (Dd) agrees that mailing of process or other papers in connection with any such Proceeding proceeding in the manner provided in Section 10.2 3.02 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (Ee) it shall not assert as a defense any matter or claim waived by the foregoing clauses (Aii)(a) through (Dd) of this Section 10.6(b3.06(b) or that any Governmental Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (i) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY ACTION OR PROCEEDING, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (ii) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (iv) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byBY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 3.06(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement shall be deemed to be made in and in all Proceedings against any other Party in connection with, arising out of or otherwise relating to this Agreement, respects shall be interpreted, construed, construed and governed by, by and enforced in accordance with, with the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, Delaware without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which that may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions is expected to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any Proceeding, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement Transactions by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (or any other jurisdictionOR ANY OTHER JURISDICTION) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the courts of the State of Delaware in the Court of Chancery of the State of Delaware or (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division); provided that if subject matter jurisdiction over the matter is the subject of the Proceeding is vested exclusively in the United States federal courts, such Proceeding shall be heard in the United States District Court for the District of Delaware (the “Chosen Courts”); and (ii) solely in connection with such Proceedings, (A) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably it waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably it waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 9.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense defense, any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b9.4(b) or that any Governmental Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingIS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY, IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (i) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY ACTION OR PROCEEDING, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (ii) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (iv) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byBY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.4(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (or any other jurisdictionOR ANY OTHER JURISDICTION) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the courts of the State of Delaware in the Court of Chancery of the State of Delaware, or (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division); provided that if subject matter jurisdiction over the matter is the subject of the Proceeding is vested exclusively in the United States federal courts, such Proceeding shall be heard in the United States District Court for the District of Delaware (the “Chosen Courts”); and (ii) solely in connection with such Proceedings, (A) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably it waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably it waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 9.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense defense, any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b9.4(b) or that any Governmental Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingIS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY, IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (i) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY ACTION OR PROCEEDING, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (ii) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (iv) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byBY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.4(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (or any other jurisdictionOR ANY OTHER JURISDICTION) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties and RMT Partner agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement hereby exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, (A) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably it waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably it waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 9.7 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense defense, any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b9.5(b) or that any Order order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence any Proceeding or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Proceeding brought pursuant to this Section 9.5(b). (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY AND RMT PARTNER ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingIS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY, IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each Party hereby acknowledges and certifies that EACH PARTY AND RMT PARTNER HEREBY ACKNOWLEDGES AND CERTIFIES (i) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE OF THE OTHER PARTIES OR RMT PARTNER, expressly or otherwiseAS THE CASE MAY BE, that such other Parties would notHAS REPRESENTED, in the event of any ProceedingEXPRESSLY OR OTHERWISE, seek to enforce the foregoing waiverTHAT SUCH OTHER PARTIES OR RMT PARTNER WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (iv) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byBY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this ACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS Section 10.6(c9.5(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withSUBJECT TO SECTION 7.05, arising out of or otherwise relating to this AgreementTHIS AGREEMENT AND ALL PROCEEDINGS AGAINST ANY PARTY IN CONNECTION WITH, shall be interpretedARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT SHALL BE INTERPRETED, construedCONSTRUED, governed byGOVERNED BY, and enforced in accordance withAND ENFORCED IN ACCORDANCE WITH, the Laws of the state of DelawareTHE LAWS OF THE STATE OF DELAWARE, includingINCLUDING ITS STATUTES OF LIMITATIONS, subject to Section 10.1WITHOUT REGARD TO ANY BORROWING STATUTE THAT WOULD RESULT IN THE APPLICATION OF THE STATUTE OF LIMITATIONS OF ANY OTHER JURISDICTION OR THE CONFLICTS OF LAWS PROVISIONS, its statutes of limitationsRULES OR PRINCIPLES THEREOF (OR ANY OTHER JURISDICTION) TO THE EXTENT THAT SUCH PROVISIONS, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionRULES OR PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties parties agrees that: (i) it shall bring any Proceeding against any other Party proceeding in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the courts of the State of Delaware in the Court of Chancery of the State of Delaware, or (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division); provided that if subject matter jurisdiction over the proceeding is vested exclusively in the United States federal courts, such proceeding shall be heard in the United States District Court for the District of Delaware (the “Chosen Courts”); and (ii) solely in connection with such Proceedingsproceedings, (A) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably it waives any objection to the laying of venue in any such Proceeding proceeding in the Chosen Courts, (C) irrevocably it waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Partyparty, (D) agrees that mailing of process or other papers in connection with any such Proceeding proceeding in the manner provided in Section 10.2 7.01 or in such other manner as may be permitted by applicable Law law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b7.06(b) or that any Order governmental order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (i) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY ACTION OR PROCEEDING, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (ii) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (iv) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byBY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 7.06(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) 14.1 This Agreement Warrant shall be deemed to be made in and in all Proceedings against any other Party in connection with, arising out of or otherwise relating to this Agreement, respects shall be interpreted, construed, construed and governed by, by and enforced in accordance with, with the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, Delaware without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (b) 14.2 Each of the Parties parties hereto agrees that: (ia) it shall bring any Proceeding against any other Party party hereto in connection with, arising out of or otherwise relating to this AgreementWarrant, any instrument or other document delivered pursuant to this Agreement Warrant or the transactions contemplated by this Agreement hereby exclusively in the Chosen Courts; and (iib) solely in connection with such Proceedings, (Ai) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (Bii) irrevocably waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (Ciii) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Partyparty hereto, (Div) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 16 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (Ev) it shall not assert as a defense any matter or claim waived by the foregoing clauses (Ai) through (Div) of this Section 10.6(b) 14.2 or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. 14.3 EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY PROCEEDING AGAINST THE OTHER PARTY HERETO WHICH MAY BE CONNECTED WITH, ARISE OUT OF OR OTHERWISE RELATE TO THIS WARRANT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS WARRANT OR ANY TRANSACTION RELATED TO THIS WARRANT IS EXPECTED TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH PROCEEDING. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND CERTIFIES THAT (cI) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withNO REPRESENTATIVE OF THE OTHER PARTY HERETO HAS REPRESENTED, arise out of or otherwise relate to this AgreementEXPRESSLY OR OTHERWISE, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesTHAT SUCH OTHER PARTY HERETO WOULD NOT, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has representedIN THE EVENT OF ANY PROCEEDING, expressly or otherwise, that such other Parties would not, in the event of any Proceeding, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (ivIV) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byTHE INSTRUMENTS OR OTHER DOCUMENTS DELIVERED PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this Section 10.6(c)ACKNOWLEDGMENTS AND CERTIFICATIONS SET FORTH IN THIS SECTION 14.3.

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection with, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.15.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 5.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b5.5(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any Proceeding, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(c5.5(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this AgreementCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION; PROVIDED, shall be interpretedHOWEVER, construedTHE MATTERS RELATING TO THE FIDUCIARY DUTIES OF BOARD OF PARENT (INCLUDING THOSE CONTEMPLATED BY SECTION 6.2) SHALL BE INTERPRETED, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF FRANCE. (b) Each of the Parties agrees that: (i) that it shall bring any Proceeding against action or proceeding in respect of any other Party in connection with, claim arising out of under or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Court of Chancery of the State of Delaware (or if such court declines to accept jurisdiction over a particular matter, any state or Federal court located within the State of Delaware) (the “Chosen Courts; and (ii”) and, solely in connection with such Proceedingsclaims, (Ai) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (Bii) irrevocably waives any objection to the laying of venue in any such Proceeding action or proceeding in the Chosen Courts, (Ciii) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, Party and (Div) agrees that mailing of process or other papers in connection with any such Proceeding action or proceeding in the manner provided in Section 10.2 9.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courtsthereof. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, arise out of or otherwise relate to this AgreementAND THEREFORE EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (I) THAT NO REPRESENTATIVE, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesAGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has representedEXPRESSLY OR OTHERWISE, expressly or otherwiseTHAT SUCH OTHER PARTY WOULD NOT, that such other Parties would notIN THE EVENT OF ANY ACTION OR PROCEEDING, in the event of any Proceeding, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (ivIV) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byAMONG OTHER THINGS, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(cTHE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.4(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (or any other jurisdictionOR ANY OTHER JURISDICTION) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the courts of the State of Delaware in the Court of Chancery of the State of Delaware, or (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division); provided that if subject matter jurisdiction over the matter that is the subject of the Proceeding is vested exclusively in the United States federal courts, such Proceeding shall be heard in the United States District Court for the District of Delaware (the “Chosen Courts”); and (ii) solely in connection with such Proceedings, (A) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably it waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably it waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 11.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense defense, any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b11.4(b) or that any Governmental Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. . Notwithstanding anything to the contrary contained in this Agreement, each Party on behalf of itself and its controlled Affiliates: (ci) Each Party acknowledges and agrees that it will not bring or support any Proceeding legal proceeding against any of the Spinco Lenders or any of the other Party which may be connected withFinancing Sources in any way relating to the Financing in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (ii) agrees that, arise out except as specifically set forth in the Spinco Commitment Letter or the other Financing Agreements, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise relate otherwise) against any of the Spinco Lenders or any of the other Financing Sources relating to this Agreement, the Merger, or any instrument or other document delivered pursuant to this Agreement or of the transactions contemplated by this Agreement is expected or the performance of services related hereto, including any dispute arising out of or relating in any way to involve complicated the Financing, shall be exclusively governed by and difficult issuesconstrued in accordance with the internal Laws of the State of New York; (iii) agrees to waive and hereby waives, and therefore each Party irrevocably and unconditionally waives unconditionally, any right to a trial by jury in any such legal action, suit or proceeding against any of the Spinco Lenders or any of the other Financing Sources relating to the Financing; and (iv) agrees to waive and hereby waives, to the fullest extent permitted by applicable Law Law, any right it objection which such Party may now or hereafter have to a trial by jury with respect the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative legal action, suit or proceeding against any of the Spinco Lenders or any of the other Parties has represented, expressly Financing Sources relating to the Financing in any such court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or otherwise, that such to commence any Proceeding or otherwise proceed against any other Parties would notparty in any other jurisdiction, in the event of any Proceedingeach case, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered judgments obtained in any Proceeding brought pursuant to this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(c11.4(b). (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, ARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY, IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (I) THAT NO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, ACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 11.4(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (or any other jurisdictionOR ANY OTHER JURISDICTION) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees agree that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement hereby exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, (A) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably it waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably it waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 14.07 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense defense, any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b14.05(b) or that any Order order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence any Proceeding or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Proceeding brought pursuant to this Section 14.05(b). (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has representedIS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, expressly or otherwiseAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY, that such other Parties would notIN CONNECTION WITH, in the event of any ProceedingARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(c).ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (or any other jurisdictionOR ANY OTHER JURISDICTION) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the courts of the State of Delaware in the Court of Chancery of the State of Delaware, or (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division); provided that if subject matter jurisdiction over the matter that is the subject of the Proceeding is vested exclusively in the United States federal courts, such Proceeding shall be heard in the United States District Court for the District of Delaware (the “Chosen Courts”); and (ii) solely in connection with such Proceedings, (A) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably it waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably it waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 11.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense defense, any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b11.4(b) or that any Governmental Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingIS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY, IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES: (i) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY ACTION OR PROCEEDING, seek to enforce the foregoing waiver, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) it understands and has considered the implications of this waiver, IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byBY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 11.4(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (or any other jurisdictionOR ANY OTHER JURISDICTION) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the courts of the State of Delaware in the Court of Chancery of the State of Delaware, or (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division); provided that if subject matter jurisdiction over the matter that is the subject of the Proceeding is vested exclusively in the United States federal courts, such Proceeding shall be heard in the United States District Court for the District of Delaware (the “Chosen Courts”); and (ii) solely in connection with such Proceedings, (A) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably it waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably it waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 10.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense defense, any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b10.4(b) or that any Governmental Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingIS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY, IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES: (i) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY ACTION OR PROCEEDING, seek to enforce the foregoing waiver, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) it understands and has considered the implications of this waiver, IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byBY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.4(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party matters and transactions contemplated hereby or related hereto shall be deemed to be made in connection with, arising out of or otherwise relating to this Agreement, and in all respects shall be interpreted, construed, construed and governed by, by and enforced in accordance with, with the Laws of the state State of Delaware, including, subject to Section 10.1, its statutes of limitations, Delaware without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (b) Each of the Parties agrees thatthat it: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party controversy which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such Proceeding, directly or indirectly, connected with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any Proceeding, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this AgreementCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAWS, shall be interpretedRULES OR PRINCIPLES THEREOF (OR ANY OTHER JURISDICTION) TO THE EXTENT THAT SUCH LAWS, construedRULES OR PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionEXCEPT AS OTHERWISE REQUIRED UNDER THE LAWS OF THE STATE OF MICHIGAN. (b) Each of the Parties parties hereto agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Partyparty to this Agreement, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 17 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b) 12 or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE CONNECTED WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS EXPECTED TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING, DIRECTLY OR INDIRECTLY, CONNECTED WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR AGAINST ANY LENDER RELATED PARTY. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES THAT (iI) no Representative of the other Parties has representedNO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY PROCEEDING, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (ivIV) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byAMONG OTHER THINGS, among other thingsTHE MUTUAL WAIVERS, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(c)ACKNOWLEDGMENTS AND CERTIFICATIONS SET FORTH IN THIS SECTION 12.

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this AgreementCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE INTERNAL PROCEDURAL AND SUBSTANTIVE LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO THE CONFLICT OF LAWS RULES OR PRINCIPLES THEREOF (OR ANY OTHER JURISDICTION) TO THE EXTENT THAT SUCH LAWS, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionRULES AND PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b10.5(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE CONNECTED WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS EXPECTED TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesAND THEREFORE EACH PARTY KNOWINGLY AND INTENTIONALLY, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING, DIRECTLY OR INDIRECTLY, CONNECTED WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES THAT (i) no Representative of the other Parties has representedNO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY PROCEEDING, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (ii) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (ivIV) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byAMONG OTHER THINGS, among other thingsTHE MUTUAL WAIVERS, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS SET FORTH IN THIS SECTION 10.5(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) 15.1 This Agreement Warrant shall be deemed to be made in and in all Proceedings against any other Party in connection with, arising out of or otherwise relating to this Agreement, respects shall be interpreted, construed, construed and governed by, by and enforced in accordance with, with the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, Delaware without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (b) 15.2 Each of the Parties parties hereto agrees that: (ia) it shall bring any Proceeding against any other Party party hereto in connection with, arising out of or otherwise relating to this AgreementWarrant, any instrument or other document delivered pursuant to this Agreement Warrant or the transactions contemplated by this Agreement hereby exclusively in the Chosen Courts; and (iib) solely in connection with such Proceedings, (Ai) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (Bii) irrevocably waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (Ciii) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Partyparty hereto, (Div) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 17 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (Ev) it shall not assert as a defense any matter or claim waived by the foregoing clauses (Ai) through (Div) of this Section 10.6(b) 15.2 or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. 15.3 EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY PROCEEDING AGAINST THE OTHER PARTY HERETO WHICH MAY BE CONNECTED WITH, ARISE OUT OF OR OTHERWISE RELATE TO THIS WARRANT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS WARRANT OR ANY TRANSACTION RELATED TO THIS WARRANT IS EXPECTED TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH PROCEEDING. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND CERTIFIES THAT (cI) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withNO REPRESENTATIVE OF THE OTHER PARTY HERETO HAS REPRESENTED, arise out of or otherwise relate to this AgreementEXPRESSLY OR OTHERWISE, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesTHAT SUCH OTHER PARTY HERETO WOULD NOT, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has representedIN THE EVENT OF ANY PROCEEDING, expressly or otherwise, that such other Parties would not, in the event of any Proceeding, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (ivIV) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byTHE INSTRUMENTS OR OTHER DOCUMENTS DELIVERED PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this Section 10.6(c)ACKNOWLEDGMENTS AND CERTIFICATIONS SET FORTH IN THIS SECTION 15.3.

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (or any other jurisdictionOR ANY OTHER JURISDICTION) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement hereby exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, (A) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably it waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably it waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 7.05 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense defense, any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b7.03(b) or that any Order order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence any Proceeding or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Proceeding brought pursuant to this Section 7.03(b). (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesIS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY, IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (i) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE OF THE OTHER PARTIES, expressly or otherwiseAS THE CASE MAY BE, that such other Parties would notHAS REPRESENTED, in the event of any ProceedingEXPRESSLY OR OTHERWISE, seek to enforce the foregoing waiverTHAT SUCH OTHER PARTIES WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (iv) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byBY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 7.03(C).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this AgreementCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE INTERNAL PROCEDURAL AND SUBSTANTIVE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAWS RULES OR PRINCIPLES THEREOF (OR ANY OTHER JURISDICTION) TO THE EXTENT THAT SUCH LAWS, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionRULES AND PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that, except to the extent that a dispute concerning an agreement between the Parties other than the Merger Agreement (including the Confidentiality Agreement) is subject to the governing law or exclusive jurisdiction of another jurisdiction pursuant to the terms of such agreement: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 11.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b11.5(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE CONNECTED WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS EXPECTED TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesAND THEREFORE EACH PARTY KNOWINGLY AND INTENTIONALLY, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING, DIRECTLY OR INDIRECTLY, CONNECTED WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES THAT (i) no Representative of the other Parties has representedNO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY PROCEEDING, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (ii) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (ivIV) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byAMONG OTHER THINGS, among other thingsTHE MUTUAL WAIVERS, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS SET FORTH IN THIS SECTION 11.5(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (OR ANY OTHER JURISDICTION) TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Notwithstanding anything to the contrary contained in this Agreement, all disputes against the Debt Financing Sources in any way relating to this Agreement and all Proceedings against or any other Party in connection withof the Transactions, including but not limited to any dispute arising out of or otherwise relating in any way to this Agreementthe Debt Financing or the performance thereof or the Transactions, shall whether in contract, tort or otherwise, will be interpreted, construed, governed by, and enforced construed in accordance with, the Laws of the state State of Delaware, including, subject New York applicable to Section 10.1, its statutes of limitationscontracts executed in and to be performed entirely within the State, without regard to conflict of law principles that would result in the conflicts application of laws provisions, rules or principles thereof (or any Law other jurisdiction) to than the extent that such provisions, rules or principles would direct a matter to another jurisdictionLaw of the State of New York. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the courts of the State of Delaware in the Court of Chancery of the State of Delaware, or (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division); provided that if subject matter jurisdiction over the matter is the subject of the Proceeding is vested exclusively in the United States federal courts, such Proceeding shall be heard in the United States District Court for the District of Delaware (the “Chosen Courts”); and (ii) solely in connection with such Proceedings, (A) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably it waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably it waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 10.7 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense defense, any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b10.5(b) or that any Governmental Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withNOTWITHSTANDING THE FOREGOING, arise out of or otherwise relate to this AgreementTHE COMPANY, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesON BEHALF OF ITSELF AND ITS CONTROLLED AFFILIATES, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingAND EACH OTHER PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, ARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY, IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT, THE DEBT FINANCING OR THE TRANSACTIONS. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (i) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY ACTION OR PROCEEDING, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (ii) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (iv) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byBY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.5(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that: (i) that it shall bring any Proceeding against action or proceeding in respect of any other Party in connection with, claim arising out of under or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Court of Chancery of the State of Delaware (or if such court declines to accept jurisdiction over a particular matter, any state or Federal court located within the State of Delaware) (the “Chosen Courts; and (ii”) and, solely in connection with such Proceedingsclaims, (Ai) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (Bii) irrevocably waives any objection to the laying of venue in any such Proceeding action or proceeding in the Chosen Courts, (Ciii) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, Party and (Div) agrees that mailing of process or other papers in connection with any such Proceeding action or proceeding in the manner provided in Section 10.2 9.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courtsthereof. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, arise out of or otherwise relate to this AgreementAND THEREFORE EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (I) THAT NO REPRESENTATIVE, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesAGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has representedEXPRESSLY OR OTHERWISE, expressly or otherwiseTHAT SUCH OTHER PARTY WOULD NOT, that such other Parties would notIN THE EVENT OF ANY ACTION OR PROCEEDING, in the event of any Proceeding, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (ivIV) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byAMONG OTHER THINGS, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(cTHE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.4(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) 15.1 This Agreement Warrant shall be deemed to be made in and in all Proceedings against any other Party in connection with, arising out of or otherwise relating to this Agreement, respects shall be interpreted, construed, construed and governed by, by and enforced in accordance with, with the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, Delaware without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (b) Each 15.2 Subject to Section 4, each of the Parties parties hereto agrees that: (ia) it shall bring any Proceeding against any other Party party hereto in connection with, arising out of or otherwise relating to this AgreementWarrant, any instrument or other document delivered pursuant to this Agreement Warrant or the transactions contemplated by this Agreement hereby exclusively in the Chosen Courts; and (iib) solely in connection with such Proceedings, (Ai) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (Bii) irrevocably waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (Ciii) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Partyparty hereto, (Div) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 17 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (Ev) it shall not assert as a defense any matter or claim waived by the foregoing clauses (Ai) through (Div) of this Section 10.6(b) 15.2 or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. 15.3 EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY PROCEEDING AGAINST THE OTHER PARTY HERETO WHICH MAY BE CONNECTED WITH, ARISE OUT OF OR OTHERWISE RELATE TO THIS WARRANT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS WARRANT OR ANY TRANSACTION RELATED TO THIS WARRANT IS EXPECTED TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH PROCEEDING. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND CERTIFIES THAT (cI) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withNO REPRESENTATIVE OF THE OTHER PARTY HERETO HAS REPRESENTED, arise out of or otherwise relate to this AgreementEXPRESSLY OR OTHERWISE, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesTHAT SUCH OTHER PARTY HERETO WOULD NOT, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has representedIN THE EVENT OF ANY PROCEEDING, expressly or otherwise, that such other Parties would not, in the event of any Proceeding, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (ivIV) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byTHE INSTRUMENTS OR OTHER DOCUMENTS DELIVERED PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this Section 10.6(c)ACKNOWLEDGMENTS AND CERTIFICATIONS SET FORTH IN THIS SECTION 15.3.

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this AgreementCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION, shall be interpretedEXCEPT THAT (I) THE INTERNAL AFFAIRS OF THE COMPANY, construedINCLUDING FIDUCIARY DUTIES OF THE DIRECTORS AND OFFICERS OF THE COMPANY, governed byAND (II) ALL OTHER PROVISIONS OF, and enforced in accordance withOR TRANSACTIONS CONTEMPLATED BY, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTHIS AGREEMENT THAT ARE EXPRESSLY OR OTHERWISE REQUIRED TO BE GOVERNED BY VSCA SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF VIRGINIA. (b) Each of the Parties parties to this Agreement agrees that: (i) that it shall bring any Proceeding against action or proceeding in respect of any other Party in connection with, claim arising out of under or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the courts of the State of Delaware and the Federal courts of the United States of America located in the State of Delaware (the “Chosen Courts; and (ii”) and, solely in connection with such Proceedingsclaims, (Ai) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (Bii) irrevocably waives any objection to the laying of venue in any such Proceeding action or proceeding in the Chosen Courts, (Ciii) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, party to this Agreement and (Div) agrees that mailing of process or other papers in connection with any such Proceeding action or proceeding in the manner provided in Section 10.2 9.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courtsthereof. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, arise out of or otherwise relate to this AgreementAND THEREFORE EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (I) THAT NO REPRESENTATIVE, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesAGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has representedEXPRESSLY OR OTHERWISE, expressly or otherwiseTHAT SUCH OTHER PARTY WOULD NOT, that such other Parties would notIN THE EVENT OF ANY ACTION OR PROCEEDING, in the event of any Proceeding, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (ivIV) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byAMONG OTHER THINGS, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(cTHE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.4(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this AgreementCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE INTERNAL PROCEDURAL AND SUBSTANTIVE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAWS RULES OR PRINCIPLES THEREOF (OR ANY OTHER JURISDICTION) TO THE EXTENT THAT SUCH LAWS, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionRULES AND PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that, except to the extent that a dispute concerning an agreement between the Parties other than the Merger Agreement or the Letter of Intent is subject to the governing law or exclusive jurisdiction of another jurisdiction pursuant to the terms of such agreement: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, , (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, , (B) irrevocably waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any Proceeding, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(c).and

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this AgreementCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW RULES OR PRINCIPLES THEREOF (OR ANY OTHER JURISDICTION) TO THE EXTENT THAT SUCH LAWS, shall be interpretedRULES OR PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionEXCEPT AS OTHERWISE REQUIRED UNDER THE LAWS OF THE STATE OF DELAWARE. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 10.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b10.7(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE CONNECTED WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS EXPECTED TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING, DIRECTLY OR INDIRECTLY, CONNECTED WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES THAT (iI) no Representative of the other Parties has representedNO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY PROCEEDING, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (ivIV) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byAMONG OTHER THINGS, among other thingsTHE MUTUAL WAIVERS, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGEMENTS AND CERTIFICATIONS SET FORTH IN THIS SECTION 10.7(C).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement shall be deemed to be made in and in all Proceedings against any other Party in connection with, arising out of or otherwise relating to this Agreement, respects shall be interpreted, construed, construed and governed by, by and enforced in accordance with, with the internal procedural and substantive Laws of the state State of Delaware, including, subject to Section 10.1, its statutes of limitations, Delaware without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Agreement, including the Merger, exclusively in the Court of Chancery of the State of Delaware, or (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division); provided that if subject matter jurisdiction over the matter that is the subject of the Proceeding is vested exclusively in the U.S. federal courts, such Proceeding shall be heard in the U.S. District Court for the District of Delaware (the “Chosen Courts”); and (ii) solely in connection with such Proceedings, (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 8.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b8.4(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE CONNECTED WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingINCLUDING THE MERGER, IS EXPECTED TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING, DIRECTLY OR INDIRECTLY, CONNECTED WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING THE MERGER. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES THAT (iI) no Representative of the other Parties has representedNO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY PROCEEDING, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (ivIV) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byINCLUDING THE MERGER, among other thingsBY, the mutual waiversAMONG OTHER THINGS, acknowledgments and certifications set forth in this THE MUTUAL WAIVERS, ACKNOWLEDGMENTS AND CERTIFICATIONS SET FORTH IN THIS Section 10.6(c8.4(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (or any other jurisdictionOR ANY OTHER JURISDICTION) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement hereby exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, (A) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably it waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably it waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 9.7 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof thereof, and (E) it shall not assert as a defense defense, any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b9.5(b) or that any Order order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence any Proceeding or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Proceeding brought pursuant to this Section 9.5(b). (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingIS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY, IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (i) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY ACTION OR PROCEEDING, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (ii) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (iv) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byBY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.5(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (or any other jurisdictionOR ANY OTHER JURISDICTION) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the courts of the State of Delaware in the Court of Chancery of the State of Delaware, or (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division); provided that if subject matter jurisdiction over the Proceeding is vested exclusively in the United States federal courts, such Proceeding shall be heard in the United States District Court for the District of Delaware (the “Chosen Courts”); and (ii) solely in connection with such Proceedings, (A) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably it waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably it waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 10.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense defense, any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b10.4(b) or that any Governmental Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingIS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY, IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (i) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY ACTION OR PROCEEDING, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (ii) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (iv) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byBY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.4(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (or any other jurisdictionOR ANY OTHER JURISDICTION) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the courts of the State of Delaware in the Court of Chancery of the State of Delaware, or (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division), provided that if subject matter jurisdiction over the matter that is the subject of the Proceeding is vested exclusively in the United States federal courts, such Proceeding shall be heard in the United States District Court for the District of Delaware (the “Chosen Courts”); and (ii) solely in connection with such Proceedings, (A) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably it waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably it waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 11.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense defense, any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b11.4(b) or that any Governmental Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingIS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY, IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES: (i) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY ACTION OR PROCEEDING, seek to enforce the foregoing waiver, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) it understands and has considered the implications of this waiver, IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byBY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 11.4(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (or any other jurisdictionOR ANY OTHER JURISDICTION) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that: (i) that it shall bring any action or Proceeding against in respect of any other Party in connection with, claim arising out of under or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the Court of Chancery for the State of Delaware in and for New Castle County, Delaware (or, in the event that such court does not have subject matter jurisdiction over such action or Proceeding, the United States District Court for the District of Delaware) (the “Chosen Courts; and (iiCourt”) and, solely in connection with such Proceedingsclaims, (Ai) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen CourtsCourt, (Bii) irrevocably waives any objection to the laying of venue in any such action or Proceeding in the Chosen CourtsCourt, (Ciii) irrevocably waives any objection that the Chosen Courts are Court is an inconvenient forum or do not have jurisdiction over any Party, Party and (Div) agrees that mailing of process or other papers in connection with any such action or Proceeding in the manner provided in Section 10.2 11.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courtsthereof. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingIS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (iI) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE, expressly or otherwiseAGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, that such other Parties would notEXPRESSLY OR OTHERWISE, in the event of any ProceedingTHAT SUCH OTHER PARTY WOULD NOT, seek to enforce the foregoing waiverIN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (ivIV) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS BY, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byAMONG OTHER THINGS, among other thingsTHE MUTUAL WAIVERS, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 11.4(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT AND ALL PROCEEDINGS AGAINST ANY PARTY IN CONNECTION WITH, arising out of or otherwise relating to this AgreementARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT SHALL BE INTERPRETED, shall be interpretedCONSTRUED, construedGOVERNED BY, governed byAND ENFORCED IN ACCORDANCE WITH, and enforced in accordance withTHE LAWS OF THE STATE OF DELAWARE, the Laws of the state of DelawareINCLUDING, including, subject to Section SUBJECT TO SECTION 10.1, its statutes of limitationsITS STATUTES OF LIMITATIONS, without regard to the conflicts of laws provisionsWITHOUT REGARD TO ANY BORROWING STATUTE THAT WOULD RESULT IN THE APPLICATION OF THE STATUTE OF LIMITATIONS OF ANY OTHER JURISDICTION OR THE CONFLICTS OF LAWS PROVISIONS, rules or principles thereof RULES OR PRINCIPLES THEREOF (or any other jurisdictionOR ANY OTHER JURISDICTION) to the extent that such provisionsTO THE EXTENT THAT SUCH PROVISIONS, rules or principles would direct a matter to another jurisdictionRULES OR PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THE AUTHORIZATION, EFFECTIVENESS AND EFFECT OF (1) THE DOMESTICATION ARE REQUIRED TO BE GOVERNED BY THE CAYMAN COMPANIES ACT AND (2) THE COMPANY REORGANIZATION ARE REQUIRED TO BE GOVERNED BY THE NHLLCA. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the courts of the State of Delaware in the Court of Chancery of the State of Delaware, or (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division); provided that if subject matter jurisdiction over the Proceeding is vested exclusively in the United States federal courts, such Proceeding shall be heard in the United States District Court for the District of Delaware (the “Chosen Courts”); and (ii) solely in connection with such Proceedings, (A) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably it waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably it waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 10.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b10.4(b) or that any Governmental Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (i) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY ACTION OR PROCEEDING, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (ii) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (iv) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byBY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.4(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this AgreementCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (OR ANY OTHER JURISDICTION) TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION; EXCEPT TO THE EXTENT THE PROVISIONS OF THE MBCA ARE MANDATORILY APPLICABLE TO THE MERGER OR TO THE FIDUCIARY DUTIES OF THE COMPANY BOARD AND PROVIDED, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTHAT THE PROVISIONS OF THIS AGREEMENT WHICH BY THEIR TERMS ARE GOVERNED BY THE MBCA SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE MBCA. (b) Each of the Parties agrees that: (i) that it shall bring any action or Proceeding against in respect of any other Party in connection with, claim arising out of under or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the Court of Chancery for the State of Delaware in and for New Castle County, Delaware (or, in the event that such court does not have subject matter jurisdiction over such action or Proceeding, the United States District Court for the District of Delaware) (the “Chosen Courts; and (iiCourt”) and, solely in connection with such Proceedingsclaims, (Ai) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen CourtsCourt, (Bii) irrevocably waives any objection to the laying of venue in any such action or Proceeding in the Chosen CourtsCourt, (Ciii) irrevocably waives any objection that the Chosen Courts are Court is an inconvenient forum or do does not have jurisdiction over any Party, Party and (Div) agrees that mailing of process or other papers in connection with any such action or Proceeding in the manner provided in Section 10.2 9.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. thereof. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingIS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (iI) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE, expressly or otherwiseAGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, that such other Parties would notEXPRESSLY OR OTHERWISE, in the event of any ProceedingTHAT SUCH OTHER PARTY WOULD NOT, seek to enforce the foregoing waiverIN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (ivIV) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS BY, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byAMONG OTHER THINGS, among other thingsTHE MUTUAL WAIVERS, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.4(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (or any other jurisdictionOR ANY OTHER JURISDICTION) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the courts of the State of Delaware in the Court of Chancery of the State of Delaware, or (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division), provided that if subject matter jurisdiction over the matter that is the subject of the Proceeding is vested exclusively in the United States federal courts, such Proceeding shall be heard in the United States District Court for the District of Delaware (the “Chosen Courts”); and (ii) solely in connection with such Proceedings, (A) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably it waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably it waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 11.6 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof thereof, and (E) it shall not assert as a defense defense, any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b11.4(b) or that any Governmental Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. . Notwithstanding anything to the contrary contained in this Agreement, each Party on behalf of itself and its controlled Affiliates: (cw) Each Party acknowledges and agrees that it will not bring or support any Proceeding legal proceeding against any of the Spinco Lenders or any of the other Party which may be connected withFinancing Sources in any way relating to the Financing in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (x) agrees that, arise out except as specifically set forth in the Spinco Commitment Letter or the other Financing Agreements, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise relate otherwise) against any of the Spinco Lenders or any of the other Financing Sources relating to this Agreement, the Merger, or any instrument or other document delivered pursuant to this Agreement or of the transactions contemplated by this Agreement is expected or the performance of services related hereto, including any dispute arising out of or relating in any way to involve complicated the Financing, shall be exclusively governed by and difficult issuesconstrued in accordance with the internal Laws of the State of New York; (y) agrees to waive and hereby waives, and therefore each Party irrevocably and unconditionally waives unconditionally, any right to a trial by jury in any such legal action, suit or proceeding against any of the Spinco Lenders or any of the other Financing Sources relating to the Financing; and (z) agrees to waive and hereby waives, to the fullest extent permitted by applicable Law Law, any right it objection which such Party may now or hereafter have to a trial by jury with respect the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative legal action, suit or proceeding against any of the Spinco Lenders or any of the other Parties has represented, expressly Financing Sources relating to the Financing in any such court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or otherwise, that such to commence any Proceeding or otherwise proceed against any other Parties would notparty in any other jurisdiction, in the event of any Proceedingeach case, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered judgments obtained in any Proceeding brought pursuant to this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(c11.4(b). (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, ARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY, IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (I) THAT NO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, ACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 11.4(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAWS, RULES OR PRINCIPLES THEREOF (aOR ANY OTHER JURISDICTION) This Agreement and all Proceedings against any other Party in connection withTO THE EXTENT THAT SUCH LAWS, arising out of or otherwise relating to this AgreementRULES OR PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION, shall be interpretedEXCEPT AS OTHERWISE REQUIRED UNDER THE LAWS OF THE STATE OF MICHIGAN; PROVIDED, construedHOWEVER, governed byTHAT ALL DISPUTES, and enforced in accordance withCLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, the Laws of the state of DelawareOR THE NEGOTIATION, includingVALIDITY OR PERFORMANCE OF THIS AGREEMENT OR THE TRANSACTIONS AGAINST ANY LENDER RELATED PARTY (WHETHER PURPORTING TO BE SOUND IN CONTRACT OR TORT, subject to Section 10.1OR AT LAW OR IN EQUITY) SHALL BE GOVERNED BY, its statutes of limitationsAND CONSTRUED TO IN ACCORDANCE WITH, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTHE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS RULES OF CONFLICT OF LAWS. (ba) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 10.6(b10.6(a) or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (cb) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE CONNECTED WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS EXPECTED TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING, DIRECTLY OR INDIRECTLY, CONNECTED WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR AGAINST ANY LENDER RELATED PARTY. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES THAT (iI) no Representative of the other Parties has representedNO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY PROCEEDING, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY AND (ivIV) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byAMONG OTHER THINGS, among other thingsTHE MUTUAL WAIVERS, the mutual waivers, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS SET FORTH IN THIS SECTION 10.6(b).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection withTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, arising out of or otherwise relating to this Agreement, shall be interpreted, construed, governed by, and enforced in accordance with, the Laws of the state of Delaware, including, subject to Section 10.1, its statutes of limitations, without regard to the conflicts of laws provisions, rules or principles thereof CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (or any other jurisdictionOR ANY OTHER JURISDICTION) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionTO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) Each of the Parties agrees that: (i) it shall bring any Proceeding against any other Party in connection with, arising out of or otherwise relating in any way to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the courts of the State of Delaware in the Court of Chancery of the State of Delaware, or (and only if) such court finds it lacks jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division), provided that if subject matter jurisdiction over the matter that is the subject of the Proceeding is vested exclusively in the United States federal courts, such Proceeding shall be heard in the United States District Court for the District of Delaware (the “Chosen Courts”); and (ii) solely in connection with such Proceedings, (A) it irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably it waives any objection to the laying of venue in any such Proceeding in the Chosen Courts, (C) irrevocably it waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, Party and (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense defense, any matter or claim waived by the foregoing clauses (A) through (DC) of this Section 10.6(b10.4(b) or that any Governmental Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected withEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, arise out of or otherwise relate to this AgreementARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such ProceedingIS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY, IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES: (i) no Representative of the other Parties has representedTHAT NO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ProceedingIN THE EVENT OF ANY ACTION OR PROCEEDING, seek to enforce the foregoing waiver, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) it understands and has considered the implications of this waiver, IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) it has been induced to enter into this AgreementIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement byBY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this Section 10.6(cACKNOWLEDGMENTS AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.4(c).