Common use of GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE Clause in Contracts

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (i) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any manner as may be permitted by law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto Parties hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware and or, if such Court of Chancery shall lack subject matter jurisdiction, the federal courts of the United States of America located in the county of Delaware in the State of Delaware Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyby this Agreement, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is they are not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto Parties irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state or federal courtcourts. The parties Parties hereby consent to and grant any such court jurisdiction over the person of such parties Parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 13 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETEDThis 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 LAW PRINCIPLES THEREOFconstrued and governed by and in accordance with the law of the State of Delaware without regard to the conflicts of law principles thereof. The parties hereto hereby irrevocably submit to the personal jurisdiction of the Court of Chancery of the State of Delaware (or if, and only if, the Court of Chancery of the State of Delaware lacks jurisdiction, the federal or state courts of the State of Delaware and the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely Delaware) in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state or federal courtcourts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 10.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the exclusive personal jurisdiction of the courts Court of Chancery of the State of Delaware and or to the federal courts of extent such Court does not have jurisdiction, the United States District Court of America located in the county District of Delaware in the State of Delaware Delaware, solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said such courts or that such courts are an inconvenient forum, or that the venue thereof of such courts may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, suit or proceeding shall be heard and determined in such a Delaware state State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner as may be permitted by law provided in Section 9.6 shall be valid valid, effective and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware and or, if such Court of Chancery shall lack subject matter jurisdiction, the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyby this Agreement, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state or federal courtcourts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 10.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware and or, if such Court of Chancery shall lack subject matter jurisdiction, the federal courts of the United States of America located in the county County of Delaware in the State of Delaware New Castle, Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyby this Agreement, and hereby waive, and agree not to assert, as a defense in any Action Proceeding for the interpretation or enforcement hereof or of any such document, that it is they are not subject thereto or that such Action Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state or federal courtcourts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action Proceeding in the manner provided in Section 8.6 or proceeding in any such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAWS OF THE STATE OF DELAWARE NEW YORK WITHOUT REGARD TO THE CONFLICTS CONFLICT OF LAW PRINCIPLES THEREOFTHEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the exclusive personal jurisdiction of the courts of the State of Delaware New York and the federal courts of the United States of America America, in each case located in the county The City of Delaware in the State of Delaware New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit, or proceeding for the interpretation or enforcement hereof or of any such documenthereof, that it is not subject thereto or that such Action action, suit, or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state New York State or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 5.05 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 APPLICABLE TO THE CONFLICTS OF LAW PRINCIPLES THEREOFAGREEMENTS MADE AND WHOLLY TO BE PERFORMED IN SUCH STATE. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of the State Chancery of Delaware and the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyTransactions, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state or federal courtthe Court of Chancery of the State of Delaware. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 CONFLICT OF LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD HAVE THE EFFECT OF APPLYING THE LAWS OF, OR DIRECTING A MATTER TO, ANOTHER JURISDICTION. The parties hereto Parties hereby irrevocably submit to the exclusive personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyhereby and thereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof of this Agreement, or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto Parties irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state State or federal Federal court. The parties Parties hereby consent to and grant any such court jurisdiction over the person of such parties Parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF, EXCEPT TO THE EXTENT THE LAWS OF WEST VIRGINIA LAW ARE MANDATORILY APPLICABLE TO THE MERGER. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware located in the County of New Castle and the federal Federal courts of the United States of America located in the county County of Delaware in the State of Delaware New Castle solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state State or federal courtFederal court located in the County of New Castle. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAWS OF THE STATE OF DELAWARE WISCONSIN WITHOUT REGARD TO THE CONFLICTS CONFLICT OF LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware New York located in New York County and the federal Federal courts of the United States of America located in the county Southern District of Delaware in the State of Delaware New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state New York State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAWS OF THE STATE OF DELAWARE WITHOUT CALIFORNIAWITHOUT REGARD TO THE CONFLICTS CONFLICT OF LAW PRINCIPLES THEREOFTHEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The With respect to disputes involving OIS, the parties hereto hereby irrevocably submit to the exclusive personal jurisdiction of the courts of the State of Delaware New York and the federal Federal courts of the United States of America America, in each case located in the county The City of Delaware in the State of Delaware New York, solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit, or proceeding for the interpretation or enforcement hereof or of any such documenthereof, that it is not subject thereto or that such Action action, suit, or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state New York State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 3.13 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 5.4 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETEDThis Agreement shall be governed by, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOFand interpreted in accordance with, the laws of the State of Maryland applicable to contracts made and to be performed entirely within such State, without regard to the conflict of law principles thereof to the extent that such principles would direct a matter to another jurisdiction. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware Maryland and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware Maryland solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyby this Agreement, and hereby waive, and agree not to assert, as a defense in any Action litigation, arbitration, claim or other proceeding for the interpretation or enforcement hereof of this Agreement or of any such document, that it is not subject thereto or that such Action litigation, arbitration, claim or other proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all litigation, arbitration, claims with respect to such Action or other proceedings shall be heard and determined in such a Delaware state Maryland State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person Person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action litigation, arbitration, claim or other proceeding in any the manner provided in Section 9.06 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.. 77

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETEDThis Agreement and any claim, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOFcause of action or Action (whether at law, in contract or in tort) that may directly or indirectly be based upon, relate to or arise out of this Agreement or any transaction contemplated hereby, or the negotiation, execution or performance hereunder shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. The parties hereto hereby irrevocably submit In addition, each of the Parties (a) expressly submits to the personal jurisdiction and venue of the courts of the State of Delaware and the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely (the “Chosen Courts”), in respect of the interpretation and enforcement of event any dispute between the provisions Parties (whether in contract, tort or otherwise) arises out of this Agreement and of the documents referred to in this Agreement, and in respect of or the transactions contemplated hereby, (b) expressly waives any claim of lack of personal jurisdiction or improper venue and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or claims that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims are an inconvenient forum with respect to such Action a claim, and (c) agrees that it shall not bring any claim, action or proceeding against any other Parties relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each Party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail or by overnight courier service, postage prepaid, to its address set forth in Section 9.6, such service to become effective ten (10) days after such mailing. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY LEGAL ACTION AGAINST ANY FINANCING SOURCE ARISING OUT OF OR RELATED TO THE DEBT COMMITMENT LETTERS. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.5. Notwithstanding anything to the contrary in this Agreement, each Party expressly and irrevocably agrees that any action (whether at law, in contract or in tort) to which any Financing Source is party arising out of or in any way relating to the transactions contemplated hereby shall be heard brought exclusively in the Supreme Court of New York, County of New York (unless the Supreme Court of the State of New York, County of New York declines to accept jurisdiction over a particular matter, in which case, the United States District Court for the Southern District of New York) (together with the appellate courts thereof, the “New York Courts”), and determined in such a Delaware state or federal court. The parties each of the Parties hereby consent submits to and grant the exclusive jurisdiction of the New York Courts for the purpose of any such court jurisdiction over the person of such parties and, action. Each Party irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have to the extent permitted by lawlaying of venue of any such litigation in any New York Court, over the subject matter of such dispute and agree (ii) any claim that mailing of process or other papers in connection with any such action or proceeding brought in any manner as may be permitted by law shall be valid New York Court has been brought in an inconvenient form and sufficient service thereof(iii) any claim that any New York Court does not have jurisdiction with respect to such action.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 CONFLICT OF LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal exclusive jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyhereby and thereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof of this Agreement or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in the Court of Chancery of the State of Delaware, or if (and only if) such a court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware state (Complex Commercial Division); provided, that if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courtcourts of the United States of America, such action or proceeding shall be heard in the United States District Court for the District of Delaware (the “Selected Courts”). The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 6.4 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT SHALL (AND, EXCEPT AS CONTEMPLATED IN SECTION 9.5(D), ALL ACTIONS, CLAIMS, SUITS OR PROCEEDINGS IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE, THAT MAY BE DEEMED BASED UPON, ARISE OUT OF OR RELATE TO BE MADE IN AND IN ALL RESPECTS THIS AGREEMENT, THE NEGOTIATION OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT OR THE TRANSACTIONS) SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS CONFLICT OF LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD HAVE THE EFFECT OF APPLYING THE LAWS OF, OR DIRECTING A MATTER TO, ANOTHER JURISDICTION. The parties hereto Except as contemplated in Section 9.5(d), Parties hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and and, if such courts will not have jurisdiction, the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyMerger and the other Transactions, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof of this Agreement or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto Parties irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state State or federal Federal court. The parties Parties hereby consent to and grant any such court jurisdiction over the person of such parties Parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The parties hereto Parties hereby irrevocably submit to the exclusive personal jurisdiction of the courts Court of Chancery of the State of Delaware, or to the extent such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware and (the federal courts of the United States of America located in the county of Delaware in the State of Delaware “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties Parties hereto irrevocably agree that all claims with respect relating to such Action action, suit or proceeding shall be heard and determined in such a Delaware state or federal courtthe Chosen Courts. The parties Parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties Parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner provided in Section 10.6 or in such other manner as may be permitted by law shall be valid valid, effective and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 CONFLICT OF LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof of this Agreement or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the exclusive personal jurisdiction of the courts Court of Chancery of the State of Delaware and Delaware, or to the extent such Court does not have subject matter jurisdiction, any federal courts of the United States of America court located in the county of Delaware in the State of Delaware (the “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, suit or proceeding shall be heard and determined in such a Delaware state or federal courtthe Chosen Courts. The parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any manner as may be permitted by law shall be valid and sufficient service thereofdispute.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, document that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the exclusive personal jurisdiction of the courts Court of Chancery of the State of Delaware and Delaware, or to the federal courts of extent such court does not have subject matter jurisdiction, the United States of America located in District Court for the county District of Delaware in (the State of Delaware “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, suit or proceeding shall be heard and determined in such a Delaware state or federal courtthe Chosen Courts. The parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law shall be valid valid, effective and sufficient service thereof. Notwithstanding the foregoing, each of the parties hereto agrees that it will not, and will not permit its Affiliates to, bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the lenders, agents or arrangers under the Financing Commitments and their respective Affiliates, successors and assigns and any other debt financing sources (collectively, the “Lender Related Parties”) in any way relating to this Agreement, the Carveout Transaction Agreement or any of the transactions contemplated hereby or thereby, including with respect to any dispute arising out of or relating in any way to the Financing Commitments, the Financing, the debt commitments relating to the Carveout Transaction, the financing of the Carveout Transaction or the performance thereof, in any forum other than any state or Federal court sitting in the Borough of Manhattan in the City of New York and agree that the waiver of jury trial set forth in Section 9.5(b) hereof shall be applicable to any such proceeding.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding, or transactions shall be heard and determined in such a Delaware state State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawapplicable Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyTransactions, and hereby waive, and agree not to assert, as a defense in any Action Proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action Proceeding or transactions shall be heard and determined in such a Delaware state State or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action Proceeding in the manner provided in Section 8.6 or proceeding in any such other manner as may be permitted by law Law shall be valid and sufficient service thereof. Notwithstanding the foregoing consent to jurisdiction in either a state or federal court of competent jurisdiction in the State of Delaware, each of the parties hereby agrees that during the pendency of the Bankruptcy Case, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 CONFLICT OF LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The In any action between the parties hereto hereby arising out of or relating to this Agreement or any of the transactions contemplated hereby, each of the parties (a) irrevocably submit and unconditionally consents and submits to the personal exclusive jurisdiction and venue of the courts Court of Chancery of the State of Delaware in and for New Castle County, Delaware, (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court, and (c) agrees that it will not bring any such action in any court other than the Court of Chancery for the State of Delaware in and for New Castle County, Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal courts court of the United States of America located in the county of Delaware sitting in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this AgreementDelaware, and in respect appellate courts thereof, or, if (and only if) each of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action such Court of Chancery for the interpretation State of Delaware and such federal court finds it lacks subject matter jurisdiction, any state court within the State of Delaware. Service of process, summons, notice or enforcement hereof or document to any party’s address and in the manner set forth in Section 8.6 shall be effective service of process for any such document, that it is not subject thereto or that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any manner as may be permitted by law shall be valid and sufficient service thereofaction.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 CONFLICT OF LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD HAVE THE EFFECT OF APPLYING THE LAWS OF, OR DIRECTING A MATTER TO, ANOTHER JURISDICTION. The parties hereto Parties hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and the Voting Agreement and of the documents referred to in this Agreement and the Voting Agreement, and in respect of the transactions contemplated herebyhereby and thereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof of this Agreement, the Voting Agreement or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto Parties irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state State or federal Federal court. The parties Parties hereby consent to and grant any such court jurisdiction over the person of such parties Parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the exclusive personal jurisdiction of the courts Court of Chancery of the State of Delaware and Delaware, or to the extent such Court does not have subject matter jurisdiction, any federal courts of the United States of America court located in the county of Delaware in the State of Delaware (the “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, suit or proceeding shall be heard and determined in such a Delaware state or federal courtthe Chosen Courts. The parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner provided in Section 10.6 or in such other manner as may be permitted by law shall be valid valid, effective and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF, EXCEPT THAT THE MERGER AND THE INTERNAL CORPORATE MATTERS OF EACH OF THE COMPANY AND MERGER SUB SHALL BE GOVERNED BY AND IN ACCORDANCE WITH THE GBCC, TO THE EXTENT APPLICABLE. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware New York and the federal Federal courts of the United States of America located in the county of Delaware New York in the State of Delaware New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state New York State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyTransactions, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts courts, or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and ; the parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding or Transactions shall be heard and determined in such a Delaware state State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties andparties, and to the extent permitted by law, over the subject matter of such dispute dispute, and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 10.6 or in such other manner as may be permitted by law Law, shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (i) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any manner as may be permitted by law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT (INCLUDING ANY CLAIMS MADE IN CONTRACT, TORT OR OTHERWISE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state State or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof. Notwithstanding anything herein to the contrary, each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in Law or in equity, whether in contract or in tort or otherwise, against the Financing Sources and their respective current, former or future directors, officers, general or limited partners, stockholders, members, managers, controlling persons, Affiliates, employees or Representatives in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Financing or the Bond Financing or the performance thereof, in any forum other than any federal or state court located in the Borough of Manhattan in the City of New York.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (a) This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the Law of the State of Delaware without regard to the conflicts of Law principles thereof. The parties hereby (i) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Delaware Court of Chancery or any court of the State of Delaware (and if, and only if, such courts do not have jurisdiction, the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware Delaware) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby (ii) waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto (iii) irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in the Delaware Court of Chancery or any court of the state of Delaware (and if, and only if, such a courts do not have jurisdiction, the Federal courts of the United States of America located in the State of Delaware), and (iv) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Delaware state Court of Chancery or any court of the State of Delaware, and in, and only if such courts do not have jurisdiction, the federal courtcourts of the United States located in the State of Delaware. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 10.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware and or, if such Court of Chancery shall lack subject matter jurisdiction, the federal courts of the United States of America located in the county County of Delaware in the State of Delaware New Castle, Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state or federal courtcourts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby Parties irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto Parties irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state State or federal Federal court. The parties Parties hereby consent to and grant any such court jurisdiction over the person of such parties Parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 5.1 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETEDThis 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 LAW PRINCIPLES THEREOFconstrued and governed by and in accordance with the Law of the State of Delaware without regard to the conflicts of Law principles thereof. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware (and if, and only if, such courts do not have jurisdiction, the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware Delaware) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state or federal courtcourt (and if, and only if, such courts do not have jurisdiction, the Federal courts of the United States of America located in the State of Delaware). The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 10.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY OTHER LAW. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware, or to the extent such court does not have subject matter jurisdiction, any Delaware and the state or federal courts of the United States of America located court sitting in the county of Delaware New Castle County in the State of Delaware (the “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, suit or proceeding shall be heard and determined in such a Delaware state or federal courtthe Chosen Courts. The parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner provided in Section 10 hereof or in such other manner as may be permitted by law shall be valid valid, effective and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETEDThis Agreement shall be governed by, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOFand interpreted in accordance with, the laws of the State of Delaware applicable to contracts made and to be performed entirely within such State, without regard to the conflict of law principles thereof to the extent that such principles would direct a matter to another jurisdiction. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyby this Agreement, and hereby waive, and agree not to assert, as a defense in any Action litigation, arbitration, claim or other proceeding for the interpretation or enforcement hereof of this Agreement or of any such document, that it is not subject thereto or that such Action litigation, arbitration, claim or other proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all litigation, arbitration, claims with respect to such Action or other proceedings shall be heard and determined in such a Delaware state State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person Person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action litigation, arbitration, claim or other proceeding in any the manner provided in Section 9.06 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware and or, if such Court of Chancery shall lack subject matter jurisdiction, the federal Federal courts of the United States of America located in the county County of Delaware in the State of Delaware New Castle, Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined exclusively in such a Delaware state or federal courtcourts. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 8.5 or in such other manner as may be permitted by law shall be valid and sufficient service thereof. Notwithstanding anything herein to the contrary, each of the parties hereto agrees that any claim, action or proceeding against the Financing Sources arising out of or relating to this Agreement or the transactions contemplated hereby or in connection with the Financing, or the performance of services by the Financing Sources with respect to the foregoing, shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within such State (provided, however, that, for purposes of the foregoing, (i) the interpretation of the definition of “Company Material Adverse Effect” (and whether or not a “Company Material Adverse Effect” has occurred) and (ii) the determination of the accuracy of any representations and warranties of the Company herein and whether as a result of any inaccuracy thereof the Parent or Merger Sub have the right to terminate its (or their) obligations under this Agreement, in each case shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to the principles of conflicts of law), and shall be subject to the exclusive jurisdiction of New York State or United States federal courts sitting in the Borough of Manhattan, City of New York and no party hereto shall, nor shall it permit any of its Affiliates to, bring or support anyone else in bringing any claim, action or proceeding against the Financing Sources in relation hereto in any other court.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER AT LAW, IN CONTRACT, IN TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF, 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware, or to the extent such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware and (the federal courts of the United States of America located in the county of Delaware in the State of Delaware “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, or the negotiation, execution or performance hereof, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties hereto irrevocably agree that all claims with respect claims, actions, suits and proceedings or other causes of action (whether at Law, in contract, in tort or otherwise) that may be based upon, arising out of or relating to such Action this Agreement or any of the transactions contemplated by this Agreement, or the negotiation, execution or performance hereof shall be heard and determined exclusively in such a Delaware state or federal courtthe Chosen Courts. The parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law shall be valid valid, effective and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding, or transactions shall be heard and determined in such a Delaware state State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawapplicable Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 10.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware and or, if such Court of Chancery shall lack subject matter jurisdiction, the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyMerger and the Transactions, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state or federal courtcourts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (i) 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 LAW PRINCIPLES THEREOF. The Each of the parties hereto hereby irrevocably submit and unconditionally consents and submits itself to the personal exclusive jurisdiction of the courts Court of Chancery of the State of Delaware and (or only if the federal courts Court of Chancery of the United States of America located in the county State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court located in the State of Delaware Delaware) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such the Court of Chancery of the State of Delaware (or only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a Delaware particular matter, any federal or other state or federal courtcourt located in the State of Delaware). The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 12(a) or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (i) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware and Delaware, or to the federal courts of extent such court does not have subject matter jurisdiction, the United States of America located in District Court for the county District of Delaware in (the State of Delaware “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, suit or proceeding shall be heard and determined in such a Delaware state or federal courtthe Chosen Courts. The parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner provided in Section 9(f) or in such other manner as may be permitted by law Law shall be valid valid, effective and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware, or to the extent such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware and (the federal courts of the United States of America located in the county of Delaware in the State of Delaware "Chosen Courts") solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, suit or proceeding shall be heard and determined in such a Delaware state or federal courtthe Chosen Courts. The parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law shall be valid valid, effective and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) EXCEPT TO THE EXTENT THE LAWS OF THE STATE OF ARIZONA ARE MANDATORILY APPLICABLE TO THE MERGER AND THE TRANSACTIONS, 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 NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Supreme Court of the State of Delaware and the federal courts of New York or, if such Supreme Court shall lack subject matter jurisdiction, the United States District Court for the Southern District of America located in the county of Delaware in the State of Delaware New York, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyMerger and the Transactions, and hereby waive, and agree not to assert, as a defense in any Action Proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action Proceeding or transactions shall be heard and determined in such a Delaware state or federal courtcourts. The parties hereby consent to and grant any such court jurisdiction over the person Person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action Proceeding in the manner provided in Section 9.6 or proceeding in any such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware and or, if such Court of Chancery shall lack subject matter jurisdiction, the federal Federal courts of the United States of America located in the county County of Delaware in the State of Delaware New Castle, Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state or federal courtcourts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.5 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETEDThis Agreement and any action (whether at law, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOFin contract or in tort) that may directly or indirectly be based upon, relate to or arise out of this Agreement or any transaction contemplated hereby, or the negotiation, execution or performance hereunder shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware,. The parties hereto hereby irrevocably submit In addition, each of the Parties (a) expressly submits to the personal jurisdiction and venue of the courts of the State of Delaware and the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely (the “Chosen Courts”), in respect of the interpretation and enforcement of event any dispute between the provisions Parties (whether in contract, tort or otherwise) arises out of this Agreement and of the documents referred to in this Agreement, and in respect of or the transactions contemplated hereby, (b) expressly waives any claim of lack of personal jurisdiction or improper venue and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or claims that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims are an inconvenient forum with respect to such Action a claim, and (c) agrees that it shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant not bring any such court jurisdiction over the person of such parties andclaim, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding against any other Parties relating to this Agreement or the transactions contemplated hereby in any manner as may be permitted court other than the Chosen Courts. Each Party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by law shall be valid and sufficient the mailing of copies thereof by registered or certified mail or by overnight courier service, postage prepaid, to its address set forth in Section 9.6, such service thereofto become effective ten (10) days after such mailing. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.5.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto Parties hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware and or, if such Court of Chancery shall lack subject matter jurisdiction, the federal courts of the United States of America located in the county County of Delaware in the State of Delaware New Castle, Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto Parties irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state or federal courtcourts. The parties Parties hereby consent to and grant any such court jurisdiction over the person of such parties Parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware, or in the event, but only in the event, that such court declines to accept jurisdiction over such proceeding, the Superior Court of the State of Delaware and (Complex Commercial Division) or, if subject matter jurisdiction is vested exclusively in the federal courts of the United States of America, the federal courts of the United States of America located in the county of Delaware in the State of Delaware Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyTransactions, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state or federal courtcourts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 10.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto Parties hereby irrevocably and unconditionally submit to the exclusive personal jurisdiction of the courts Court of Chancery of the State of Delaware and Delaware, or to the federal courts of extent such court does not have subject matter jurisdiction, the United States District Court for the District of America located in Delaware, and any appellate court from any thereof (the county of Delaware in the State of Delaware “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyhereby and thereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties hereto Parties irrevocably and unconditionally agree that all claims with respect relating to such Action action, suit or proceeding shall be heard and determined in such a Delaware state or federal courtthe Chosen Courts. The parties Parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties Parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing dispute. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to the service of process in accordance with SECTION 8.5 or in such other papers in connection with any such action or proceeding in any manner as may be permitted by law shall be valid and sufficient service thereofLaw.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyTransactions, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETEDThis Agreement shall be governed by, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOFand interpreted in accordance with, the laws of the State of Maryland applicable to contracts made and to be performed entirely within such State, without regard to the conflict of law principles thereof to the extent that such principles would direct a matter to another jurisdiction. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware Maryland and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware Maryland solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyby this Agreement, and hereby waive, and agree not to assert, as a defense in any Action litigation, arbitration, claim or other proceeding for the interpretation or enforcement hereof of this Agreement or of any such document, that it is not subject thereto or that such Action litigation, arbitration, claim or other proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all litigation, arbitration, claims with respect to such Action or other proceedings shall be heard and determined in such a Delaware state Maryland State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person Person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action litigation, arbitration, claim or other proceeding in any the manner provided in Section 9.06 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 CONFLICT OF LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto Parties hereby irrevocably submit to the personal exclusive jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyhereby and thereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof of this Agreement or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties Parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in the Court of Chancery of the State of Delaware, or if (and only if) such a court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware state (Complex Commercial Division); provided, that if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courtcourts of the United States of America, such action or proceeding shall be heard in the United States District Court for the District of Delaware (the “Selected Courts”). The parties Parties hereby consent to and grant any such court jurisdiction over the person of such parties Parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 8.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof. Notwithstanding anything in this Agreement to the contrary, each Party hereto hereby irrevocably and unconditionally agrees that (i) it will not bring, or support any Person in, any action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Committed Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction sitting in the Borough of Manhattan of the City of New York, whether a state or federal court, and any appellate court thereof, and each Party hereto submits for itself and its property with respect to any such action to the exclusive jurisdiction of such court, (ii) except as specifically set forth in the Debt Commitment Letter or definitive financing documentation, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources in any way relating to this Agreement, the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal Laws of the State of New York, without giving effect to principles or rules or conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction, and (iii) the provisions of Section 8.5(b) relating to the waiver of jury trial shall apply to any such action, suit or proceeding.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 CONFLICT OF LAW PRINCIPLES THEREOFTHEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION; PROVIDED, HOWEVER, THAT (I) MATTERS INVOLVING THE INTERNAL CORPORATE AFFAIRS OF THE PARENT, MERGER SUB OR THE COMPANY, SHALL BE GOVERNED BY THE LAWS OF THE JURISDICTION IN WHICH SUCH CORPORATION OR COMPANY IS ORGANIZED, AND (II) PROVISIONS RELATED TO THE MERGER THAT ARE REQUIRED UNDER ISRAELI LAW TO BE GOVERNED BY ISRAELI LAW WILL BE SO GOVERNED. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Delaware Court of Chancery or, if subject matter jurisdiction in the State of Delaware and the federal courts of such court is not available, in the United States of America located in District Court for the county of Delaware in the State District of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 10.6 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Delaware Court of the State of Delaware Chancery and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a the Delaware state Court of Chancery or federal courtFederal court located in the State of Delaware. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware, or to the extent such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware and (the federal courts of the United States of America located in the county of Delaware in the State of Delaware “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, suit or proceeding shall be heard and determined in such a Delaware state or federal courtthe Chosen Courts. The parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid valid, effective and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action shall be heard and determined in such a Delaware state or federal court. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action Action in the manner provided in Section 9.6 or proceeding in any such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ixi) 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 DELAWARE, AND TO THE EXTENT REQUIRED IN CONNECTION WITH THE MERGER, THE LAW OF THE STATE OF INDIANA, WITHOUT REGARD TO THE CONFLICTS CONFLICT OF LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof of this Agreement or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 CONFLICT OF LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD HAVE THE EFFECT OF APPLYING THE LAWS OF, OR DIRECTING A MATTER TO, ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and the Voting Agreements and of the documents referred to in this AgreementAgreement and the Voting Agreements, and in respect of the transactions contemplated herebyhereby and thereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof of this Agreement or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement, any Voting Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section ‎9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof. Notwithstanding anything in this Agreement to the contrary, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources in any way relating to this Agreement, the Financing, the Commitment Letter or any other agreement relating to the Financing, or the performance thereof or the financings contemplated thereby shall, except as specifically set forth in the Commitment Letter, be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the conflict of law principles thereof to the extent that such principles would have the effect of applying the laws of, or directing a matter to, another jurisdiction, and each party agrees not to bring or support any Person in any action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing, the Commitment Letter or any other agreement relating to the Financing, or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 CONFLICT OF LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD HAVE THE EFFECT OF APPLYING THE LAWS OF, OR DIRECTING A MATTER TO, ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and the Voting Agreements and of the documents referred to in this AgreementAgreement and the Voting Agreements, and in respect of the transactions contemplated herebyhereby and thereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof of this Agreement or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement, any Voting Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof. Notwithstanding anything in this Agreement to the contrary, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources in any way relating to this Agreement, the Financing, the Commitment Letter or any other agreement relating to the Financing, or the performance thereof or the financings contemplated thereby shall, except as specifically set forth in the Commitment Letter, be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the conflict of law principles thereof to the extent that such principles would have the effect of applying the laws of, or directing a matter to, another jurisdiction, and each party agrees not to bring or support any Person in any action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing, the Commitment Letter or any other agreement relating to the Financing, or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the exclusive personal jurisdiction of the courts Court of Chancery of the State of Delaware and or to the federal courts of extent such Court does not have jurisdiction, the United States District Court of America located in the county District of Delaware in (the State of Delaware “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts, that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, suit or proceeding shall be heard and determined in such a Delaware state or federal courtthe Chosen Courts. The parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner as may be permitted by law provided in Section 9.5 shall be valid valid, effective and sufficient service thereof. Notwithstanding the foregoing, each of the parties agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or nature (whether at law, in contract, in tort or otherwise) against any Financing Source relating to this Agreement, the Debt Financing Commitments or the Debt Financing other than in the Supreme Court of the State of New York, County of New York, or if under applicable Law exclusive jurisdiction is vested in Federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof).

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law shall be valid and sufficient service thereof. Parent has appointed Tenaris Global Services (USA) Corp. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby or thereby. Parent represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to Parent shall be deemed, in every respect, effective service of process upon Parent.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT SHALL WILL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL WILL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto Parties hereby irrevocably submit to the exclusive personal jurisdiction of the courts Court of Chancery of the State of Delaware and or, to the federal courts of extent such court does not have subject matter jurisdiction, the United States of America located in District Court for the county District of Delaware in (the State of Delaware “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyAsset Transaction and the other Transactions, and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courtsthe Chosen Courts, and the parties hereto Parties irrevocably agree that all claims with respect relating to such Action shall or transactions will be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any manner as may be permitted by law shall be valid and sufficient service thereofChosen Courts.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 MARYLAND WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION, except that (i) the provisions of the DLLCA and the MGCL applicable to the authorization, effectiveness and effects of the Company Merger and the provisions of the DRULPA applicable to the authorization, effectiveness and effects of the Partnership Merger will apply to the Company Merger and the Partnership Merger and (ii) the applicable Law of the State of Delaware shall apply to the discharge of the fiduciary duties of the Partnership GP in connection with this Agreement. The parties hereto Parties hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and Maryland or, if such courts shall lack subject matter jurisdiction, the federal courts of the United States of America located in the county of Delaware in the State of Delaware Maryland, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto Parties irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such a Delaware state or federal courtcourts. The parties Parties hereby consent to and grant any such court jurisdiction over the person of such parties Parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto Parties hereby irrevocably and unconditionally submit to the exclusive personal jurisdiction of the courts Court of Chancery of the State of Delaware and Delaware, or to the federal courts of extent such court does not have subject matter jurisdiction, the United States of America located in District Court for the county District of Delaware in (the State of Delaware solely “Chosen Courts”) in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties hereto Parties irrevocably and unconditionally agree that all claims with respect relating to such Action action, suit or proceeding shall be heard and determined in such a Delaware state or federal courtthe Chosen Courts. The parties Parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties Parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner provided in Section 8.6 or in such other manner as may be permitted by law Law shall be valid valid, effective and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND GOVERNED IN ALL RESPECTS SHALL BE INTERPRETEDRESPECTS, CONSTRUED INCLUDING VALIDITY, INTERPRETATION AND GOVERNED EFFECT, BY AND IN ACCORDANCE WITH THE LAW LAWS OF THE STATE OF DELAWARE GEORGIA APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT REGARD GIVING EFFECT TO THE CONFLICTS CHOICE OF LAW PRINCIPLES THEREOFOF SUCH STATE. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware Xxxxxx County, Georgia, Superior Court, Business Case Division and the federal courts of the United States of America located in the county Northern District of Delaware in the State of Delaware Georgia solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware Georgia state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 10.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW LAWS OF THE STATE OF DELAWARE NEW YORK WITHOUT REGARD TO THE CONFLICTS OF ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THEREOF (OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW PRINCIPLES THEREOFSECTIONS 5-1401 AND 5-1402). The parties Each party hereto hereby irrevocably submit to agrees that it shall bring any action or proceeding in respect of any claim arising out of, or related to, this Agreement or the personal jurisdiction of the courts of the State of Delaware and the federal courts of Transaction, exclusively in the United States District Court for the Southern District of America located New York or any New York State court sitting in the county Borough of Delaware in Manhattan, of the State City of Delaware New York, solely in respect of the interpretation and enforcement of the provisions of this Agreement (and any claim or cause of the documents referred to in action arising under or relating to) this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto Parties irrevocably agree that all claims with respect relating to such Action action, proceeding or transactions shall be heard and determined in such courts. Each Party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of New York and of the United States of America; provided, that, each such Party’s consent to jurisdiction and service contained in this Section 6.5(a) is solely for the purpose referred to in this Section 6.5(a) and shall not be deemed to be a Delaware state general submission to said courts or federal courtin the State of New York other than for such purpose. The parties Parties hereby consent to and grant any such court jurisdiction over the person of such parties Parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 6.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof. Notwithstanding the foregoing, each of Seller (on behalf of itself and the Seller Related Parties) and Buyer hereby (i) agrees that any claim or dispute involving any Financing Source in any way relating to this Agreement or any of the transactions contemplated hereby, including any claim or dispute arising out of or relating in any way to the Financing or the performance thereof, shall be governed by the Laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, (ii) irrevocably and unconditionally agrees, on behalf of itself and its Affiliates, that it will not bring or support any litigation against any Financing Source in any way relating to this Agreement or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Financing or the performance thereof, in any forum other than a court of competent jurisdiction sitting in the borough of Manhattan of the City of New York, whether a state or federal court, and that the provisions of Section 6.5(b) relating to the waiver of jury trial shall apply to any such action, suit or proceeding, (iii) agrees that service of process, summons, notice or document by registered mail address to it at its address provided in Section 6.6 shall be effective service of process against it for any such action brought in any such court, (iv) waives and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue or, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (v) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by Law.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (i) a. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware located in the County of New Castle and the federal Federal courts of the United States of America located in the county County of Delaware in the State of Delaware New Castle solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state State or federal courtFederal court located in the County of New Castle. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 2 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF THE LAWS OF THE STATE OF NEVADA WITH RESPECT TO THE MERGERS, 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 CONFLICT OF LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The In any action between the parties hereto hereby arising out of or relating to this Agreement or any of the transactions contemplated hereby, each of the parties (i) irrevocably submit and unconditionally consents and submits to the personal exclusive jurisdiction and venue of the courts Court of Chancery of the State of Delaware Delaware, (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court, (iii) agrees that it will not claim that such action is brought in an inconvenient forum or that the forum is improper, and (iv) agrees that it will not bring any such action in any court other than the Court of Chancery for the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal courts court of the United States of America located in the county of Delaware sitting in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this AgreementDelaware, and in respect appellate courts thereof, or, if (and only if) each of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action such Court of Chancery for the interpretation State of Delaware and such federal court finds it lacks subject matter jurisdiction, any state court within the State of Delaware. Service of process, summons, notice or enforcement hereof or document to any party’s address and in the manner set forth in Section 8.6 shall be effective service of process for any such document, that it is not subject thereto or that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any manner as may be permitted by law shall be valid and sufficient service thereofaction.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such the Court of Chancery of the State of Delaware or a Delaware state or federal courtcourt located in the State of Delaware. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS THE AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW PRINCIPLES THEREOFLAW. The parties Each party hereto hereby irrevocably submit agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement exclusively in the Court of Chancery of the State of Delaware, or to the personal jurisdiction of extent such Court does not have subject matter jurisdiction, the courts Superior Court of the State of Delaware (the “Chosen Courts”), and the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of connection with claims arising under this Agreement or the interpretation and enforcement of transactions that are the provisions subject of this Agreement and (i) irrevocably submits to the exclusive jurisdiction of the documents referred Chosen Courts, (ii) waives any objection to laying venue in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the Chosen Courts, (iii) waives any manner as may be permitted by law objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be valid effective if notice is given in accordance with Section 9.6 of this Agreement. Each party hereto irrevocably waives any and sufficient service thereofall right to trial by jury in any legal proceeding arising out of or relating to this Agreement, the Financing Letters or the transactions contemplated hereby.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF, EXCEPT THAT THE MERGER AND THE RIGHTS OF THE HOLDERS OF SHARES SHALL BE GOVERNED BY AND IN ACCORDANCE WITH THE WBCA, TO THE EXTENT APPLICABLE. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (a) This Agreement and any claim, cause of action or Action (whether at law, in contract or in tort) that may directly or indirectly be based upon, relate to or arise out of this Agreement or any transaction contemplated hereby, or the negotiation, execution or performance hereunder shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. In addition, each of the Parties (i) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit and unconditionally submits to the personal jurisdiction and venue of the courts Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the county of Delaware in any state appellate court therefrom within the State of Delaware solely in respect (or, if the Court of Chancery of the interpretation and enforcement State of Delaware does not have subject matter jurisdiction, the provisions United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware, then any Delaware state court) (the “Chosen Courts”), in the event of any claim, action or proceeding between the Parties (whether in contract, tort or otherwise) arises out of or relating to this Agreement and of the documents referred to in this Agreement, and in respect of or the transactions contemplated hereby, (ii) expressly waives any claim of lack of personal jurisdiction or improper venue and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or claims that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims are an inconvenient forum with respect to such Action a claim and (iii) agrees that it shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant not bring any such court jurisdiction over the person of such parties andclaim, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding against any other Parties arising out of or relating to this Agreement or the transactions contemplated hereby in any manner as court other than the Chosen Courts and that a final judgment in any legal proceeding in the Chosen Courts will be conclusive and may be permitted enforced in other jurisdictions by law shall be valid suit on the judgment or in any other manner provided by applicable Law, and sufficient (iv) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts. Each Party hereby irrevocably consents to the service thereof.of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail or by overnight courier service, postage prepaid, to its address set forth in Section 9.6, such service to become effective ten days after such mailing. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION OR PROCEEDING (WHETHER IN CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY LEGAL ACTION AGAINST ANY FINANCING SOURCE ARISING OUT OF OR RELATED TO THE DEBT FINANCING. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.5, (1)

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and all claims or causes of action (whether in respect contract or tort) that may be based upon, arise out of or relate to the transactions contemplated herebynegotiation, execution or performance of this Agreement, the Merger and the Transactions, and hereby waivewaive the right to assert, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding, or transactions shall be heard and determined in such a Delaware state State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawapplicable Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 10.7 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and all claims or causes of action (whether in respect contract or tort) that may be based upon, arise out of or relate to the negotiation, execution or performance of this Agreement and the transactions contemplated hereby, and hereby waivewaive the right to assert, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, proceeding, or transactions shall be heard and determined in such a Delaware state State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawapplicable Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 10.7 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (a) This Agreement and any Action (whether at law, in contract or in tort) that may directly or indirectly be based upon, relate to or arise out of this Agreement or the Transactions (other than any disagreement with respect to the Asset Allocation, which shall be governed in accordance with Section 1.4(b), or connection with the selection of the Independent Consultant and the matters required to be submitted to and determined by the Independent Consultant (which shall be subject to the provisions set forth in Section 1.1(b) and the definition of “Independent Consultant”, as applicable), or the negotiation, execution or performance hereunder shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Subject to the foregoing sentence of this Section 8.3(a), in addition, each of the Parties (i) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit expressly submits to the personal jurisdiction and venue of the courts of the State of Delaware and the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely (the “Chosen Courts”), in respect of the interpretation and enforcement of event any dispute between the provisions Parties (whether in contract, tort or otherwise) arises out of this Agreement or the Transactions, (ii) expressly waives any claim of lack of personal jurisdiction or improper venue and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or claims that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims are an inconvenient forum with respect to such Action a claim, and (iii) agrees that it shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant not bring any such court jurisdiction over the person of such parties andclaim, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding against any other Parties relating to this Agreement or the Transactions in any manner as may be permitted court other than the Chosen Courts. Each Party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by law shall be valid and sufficient the mailing of copies thereof by registered or certified mail or by overnight courier service, postage prepaid, to its address set forth in Section 8.4, such service thereofto become effective ten days after such mailing. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.3.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETEDThis Agreement and any claim, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit action or proceeding (whether at law, in contract or in tort) that may directly or indirectly be based upon, relate to or arise out of this Agreement or any transaction contemplated hereby, or the personal jurisdiction negotiation, execution or performance hereunder shall be governed by, and construed and enforced in accordance with, the Laws of the courts State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware and or any other jurisdiction) that would cause the federal courts application of the United States Laws of America located in any jurisdiction other than the county State of Delaware in Delaware. In addition, each of the Parties (a) expressly submits to the personal jurisdiction and venue of the Court of Chancery of the State of Delaware solely in respect (or, if the Court of Chancery of the interpretation and enforcement state of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the provisions State of this Agreement and Delaware) or any court from which an appeal therefrom may be taken (the “Chosen Courts”), in the event any dispute between the Parties (whether in contract, tort or otherwise) that many directly or indirectly be based upon, relate to or arise out of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any transaction contemplated hereby, or the negotiation, execution or performance hereunder, (b) expressly waives any claim of lack of personal jurisdiction or improper venue and any claims that such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims courts are an inconvenient forum with respect to such Action a claim, and (c) agrees that it shall not bring any claim, action or proceeding against any other Parties that many directly or indirectly be based upon, relate to or arise out of this Agreement or any transaction contemplated hereby, or the negotiation, execution or performance hereunder in any court other than the Chosen Courts. Each Party hereby irrevocably consents to the service of process of any of the Chosen Courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail or by overnight courier service, postage prepaid, to its address set forth in Section 9.6, such service to become effective ten (10) days after such mailing. Notwithstanding anything herein to the contrary, each of the Parties (i) submits to the exclusive jurisdiction of the state and federal courts sitting in the Borough of Manhattan within the City of New York, New York and the appellate courts thereof in any legal proceeding against a Lender or Lender Related Party arising out of or relating to the Debt Financing Commitment or the Debt Commitment Letter or its performance or subject matter, (ii) agrees that all claims in respect of such legal proceeding may be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person and (iii) agrees not to bring any legal proceeding against a Lender or Lender Related Party arising out of such parties and, or relating to the extent permitted by law, over Debt Financing Commitment or the Debt Commitment Letter or its performance or subject matter in any other courts. Each of such dispute and agree that mailing the Parties waives any defense of process or other papers in connection with inconvenient forum to the maintenance of any such action or proceeding in so brought and waives any manner as may bond, surety or other security that might be permitted by law required of any other Party with respect thereto. Each of the Parties agrees that any claims brought against a Lender or Lender Related Party arising out of or relating to the Debt Financing Commitment or the Debt Commitment Letter, its performance or its subject matter shall be valid and sufficient service thereofgoverned by the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION OR PROCEEDING THAT MANY DIRECTLY OR INDIRECTLY BE BASED UPON, RELATE TO OR ARISE OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY (INCLUDING ANY ACTION AGAINST ANY LENDER OR LENDER RELATED PARTY IN CONNECTION WITH THIS AGREEMENT, THE DEBT FINANCING COMMITMENT, THE DEBT COMMITMENT LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY), OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREUNDER ARISES OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.5.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware, or to the extent such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware and (the federal courts of the United States of America located in the county of Delaware in the State of Delaware “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, suit or proceeding shall be heard and determined exclusively in such a Delaware state or federal courtthe Chosen Courts. The parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law shall be valid valid, effective and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware located in New Castle County and the federal Federal courts of the United States of America located in the county of Delaware in the State of Delaware New Castle County solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state State or federal courtFederal court located in New Castle County. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 8.5 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETEDExcept to the extent the Laws of the State of Washington are mandatorily applicable to the Merger (including under Chapter 23B.13 of the WBCA) and any other transactions contemplated by this Agreement, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOFthis Agreement and any action (whether at law, in contract or in tort) that may directly or indirectly be based upon, relate to or arise out of this Agreement or any transaction contemplated hereby, or the negotiation, execution or performance hereunder shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware, provided that matters related to (A) Article I and (B) the fiduciary duties of the Company Board shall be governed by the Laws of the State of Washington. The parties hereto hereby irrevocably submit In addition, each of the Parties (a) expressly submits to the personal jurisdiction and venue of the courts of the State of Delaware and the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely (the “Chosen Courts”), in respect of the interpretation and enforcement of event any dispute between the provisions Parties (whether in contract, tort or otherwise) arises out of this Agreement and of the documents referred to in this Agreement, and in respect of or the transactions contemplated hereby, (b) expressly waives any claim of lack of personal jurisdiction or improper venue and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or claims that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims are an inconvenient forum with respect to such Action a claim, and (c) agrees that it shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant not bring any such court jurisdiction over the person of such parties andclaim, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding against any other Parties relating to this Agreement or the transactions contemplated hereby in any manner as may be permitted court other than the Chosen Courts. Each Party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by law shall be valid and sufficient the mailing of copies thereof by registered or certified mail or by overnight courier service, postage prepaid, to its address set forth in Section 9.6, such service thereofto become effective ten days after such mailing. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.5.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETEDThis Agreement and any claim, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit cause of action or Action (whether at law, in contract or in tort) that may directly or indirectly be based upon, relate to or arise out of this Agreement or any transaction contemplated hereby, or the personal jurisdiction negotiation, execution or performance hereunder shall be governed by, and construed and enforced in accordance with, the Laws of the courts State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. In addition, each of the Parties (a) expressly submits to the personal jurisdiction and venue of the Court of Chancery of the State of Delaware or, if such court would not have subject matter jurisdiction over any such claim, cause of action or Action, the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely (the “Chosen Courts”), in respect of the interpretation and enforcement of event any dispute between the provisions Parties (whether in contract, tort or otherwise) arises out of this Agreement and of the documents referred to in this Agreement, and in respect of or the transactions contemplated hereby, (b) expressly waives any claim of lack of personal jurisdiction or improper venue and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or claims that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims are an inconvenient forum with respect to such Action a claim, and (c) agrees that it shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant not bring any such court jurisdiction over the person of such parties andclaim, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding against any other Parties relating to this Agreement or the transactions contemplated hereby in any manner as may be permitted court other than the Chosen Courts. Each Party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by law shall be valid and sufficient the mailing of copies thereof by registered or certified mail or by overnight courier service, postage prepaid, to its address set forth in Section 9.06, such service thereofto become effective ten (10) days after such mailing. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY LEGAL ACTION AGAINST ANY DEBT FINANCING SOURCE ARISING OUT OF OR RELATED TO THE DEBT COMMITMENT LETTERS. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.05. This Section 9.05(a) is subject to Section 9.16.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware and Delaware, or to the federal courts of extent such court does not have subject matter jurisdiction, the United States of America located in District Court for the county District of Delaware in (the State of Delaware “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, suit or proceeding shall be heard and determined in such a Delaware state the Chosen Courts; provided that notwithstanding anything in the foregoing to the contrary, no party hereto, nor any of its Affiliates, will bring, or federal courtsupport, any claim, whether at law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, anywhere other than in (i) any New York State court sitting in the Borough of Manhattan or (ii) the United States District Court for the Southern District of New York. The parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law shall be valid valid, effective and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY OTHER LAW, EXCEPT THAT, TO THE EXTENT REQUIRED BY THE NCBCA, THE MERGER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NORTH CAROLINA. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware and Delaware, or to the federal courts of extent such court does not have subject matter jurisdiction, the United States of America located District Court sitting in the county of Delaware New Castle County in the State of Delaware (the “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, suit or proceeding shall be heard and determined in such a Delaware state or federal courtthe Chosen Courts. The parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law shall be valid valid, effective and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER AT LAW, IN CONTRACT, IN TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF, 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware, or to the extent such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware and (the federal courts of the United States of America located in the county of Delaware in the State of Delaware “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, or the negotiation, execution or performance hereof, and hereby waive, and agree not to assert, as a defense in any Action Proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action Proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties hereto irrevocably agree that all claims with respect Proceedings or other causes of action (whether at Law, in contract, in tort or otherwise) that may be based upon, arising out of or relating to such Action this Agreement or any of the transactions contemplated by this Agreement, or the negotiation, execution or performance hereof, shall be heard and determined exclusively in such a Delaware state or federal courtthe Chosen Courts. The parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action Proceeding in the manner provided in Section 9.6 or proceeding in any such other manner as may be permitted by law shall be valid valid, effective and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the exclusive personal jurisdiction of the courts Court of Chancery of the State of Delaware and or, to the federal courts extent such Court declines to accept jurisdiction over a particular matter, any Federal court of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyhereby and thereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said such courts or that such courts are an inconvenient forum, or that the venue thereof of such courts may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action, suit or proceeding shall be heard and determined in such a Delaware state Court of Chancery or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner as may be permitted by law provided in Section 9.6 shall be valid valid, effective and sufficient service thereof. Notwithstanding the foregoing each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Commitment Letter, Debt Documents or Financing Documents or any other letter or agreement related to any Debt Financing or the performance thereof, in any forum other than any State or Federal court sitting in the Borough of Manhattan in the City of New York, except as otherwise set forth in the Commitment Letter or in the Debt Documents. The parties hereto further agree that all of the provisions of Section 9.5(b) relating to waiver of jury trial shall apply to any action, cause of action, claim, cross-claim or third party claim against any Financing Source.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER AT LAW, IN CONTRACT, IN TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF, 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 LAW PRINCIPLES THEREOF, EXCEPT TO THE EXTENT THAT IT IS MANDATORY, UNDER THE LAWS OF THE STATE OF FLORIDA, THAT THE FBCA APPLY TO THE MERGER. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Delaware Court of Chancery, any other court of the State of Delaware and the or any federal courts of the United States of America located in the county of Delaware court sitting in the State of Delaware Delaware, (the “Chosen Court”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, or the negotiation, execution or performance hereof, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Court or that the Chosen Court is an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Court, and the parties hereto irrevocably agree that all claims with respect claims, actions, suits and proceedings or other causes of action (whether at Law, in contract, in tort or otherwise) that may be based upon, arising out of or relating to such Action this Agreement or any of the transactions contemplated by this Agreement, or the negotiation, execution or performance hereof shall be heard and determined exclusively in such a Delaware state or federal courtthe Chosen Court. The parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid valid, effective and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETEDThis Agreement and any claim, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit cause of action or Action (whether at law, in contract or in tort) that may directly or indirectly be based upon, relate to or arise out of this Agreement or any transaction contemplated hereby, or the personal jurisdiction negotiation, execution or performance hereunder shall be governed by, and construed and enforced in accordance with, the Laws of the courts State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. In addition, each of the Parties (a) expressly submits to the personal jurisdiction and venue of the Court of Chancery of the State of Delaware or, if such court would not have subject matter jurisdiction over any such claim, cause of action or Action, the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely (the “Chosen Courts”), in respect of the interpretation and enforcement of event any dispute between the provisions Parties (whether in contract, tort or otherwise) arises out of this Agreement and of the documents referred to in this Agreement, and in respect of or the transactions contemplated hereby, (b) expressly waives any claim of lack of personal jurisdiction or improper venue and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or claims that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims are an inconvenient forum with respect to such Action a claim, and (c) agrees that it shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant not bring any such court jurisdiction over the person of such parties andclaim, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding against any other Parties relating to this Agreement or the transactions contemplated hereby in any manner as may be permitted court other than the Chosen Courts. Each Party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by law shall be valid and sufficient the mailing of copies thereof by registered or certified mail or by overnight courier service, postage prepaid, to its address set forth in Section 9.06, such service thereofto become effective ten (10) days after such mailing. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.05.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The Each of the parties hereto hereby irrevocably submit and unconditionally consents and submits itself to the personal exclusive jurisdiction of the courts Court of Chancery of the State of Delaware and (or only if the federal courts Court of Chancery of the United States of America located in the county State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court located in the State of Delaware Delaware) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such the Court of Chancery of the State of Delaware (or only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a Delaware particular matter, any federal or other state or federal courtcourt located in the State of Delaware). The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto Parties hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyby this Agreement, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto Parties irrevocably agree that all claims with respect to such Action action, proceeding or transactions contemplated by this Agreement shall be heard and determined in such a Delaware state State or federal court. The parties Parties hereby consent to and grant any such court jurisdiction over the person of such parties Parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 10.5 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT SHALL BE DEEMED TO BE MADE GOVERNED BY, AND CONSTRUED IN AND ACCORDANCE WITH, IN ALL RESPECTS SHALL BE INTERPRETEDRESPECTS, CONSTRUED INCLUDING VALIDITY, INTERPRETATION AND GOVERNED EFFECT, BY AND IN ACCORDANCE WITH THE LAW LAWS OF THE STATE OF DELAWARE NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO ANY CHOICE OF LAW PRINCIPLES, EXCEPT TO THE CONFLICTS EXTENT THE PROVISIONS OF LAW PRINCIPLES THEREOFTHE LAWS OF THE GBCC ARE MANDATORILY APPLICABLE. The parties hereto hereby irrevocably and unconditionally submit to the personal exclusive jurisdiction of a court of competent jurisdiction located within the courts Borough of the State of Delaware and the federal courts of the United States of America located Manhattan in the county City of Delaware in the State of Delaware New York, New York, whether a state or Federal court, solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware New York state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 10.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 NEW YORK WITHOUT REGARD TO THE CONFLICTS CONFLICT OF LAW PRINCIPLES THEREOFTHEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, EXCEPT FOR MATTERS INVOLVING CORPORATE AFFAIRS OF XXXXXX AND MERGER SUB AND THE PROVISIONS RELATED TO THE MERGER AND THE CONSEQUENCES OF THE FILING THEREOF THAT ARE REQUIRED UNDER ISRAELI LAW TO BE GOVERNED BY THE ISRAELI COMPANIES LAW. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware New York and the federal Federal courts of the United States of America America, in each case located in the county The City of Delaware in the State of Delaware New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state New York State or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 CONFLICT OF LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the personal jurisdiction Each of the courts parties to this Agreement hereby agrees that it shall bring any action or proceeding in respect of any claim arising under or relating to this Agreement or the transactions contemplated by this Agreement exclusively in the Court of Chancery of the State of Delaware and the or, if such court shall not have jurisdiction, another federal courts of the United States of America or state court located in the county of Delaware in the State of Delaware (the “Chosen Courts”) and, solely in respect connection with such claims, (i) irrevocably submits to the exclusive jurisdiction of the interpretation and enforcement Chosen Courts, (ii) waives any objection to the laying of venue in any such action or proceeding in the provisions of Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party to this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree (iv) agrees that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law Law shall be valid and sufficient service thereof. Notwithstanding anything herein to the contrary, each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against or involving any Financing Party or any of their respective former, current, or future directors, officers, general or limited partners, stockholders, members, managers, controlling persons, Affiliates, employees, Representatives, successors or assigns (collectively, and together with the Financing Parties, the “Financing Related Parties”) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising under or relating to any agreement entered into by the Financing Related Parties in connection with the Debt Financing, any Replacement Financing or any Capital Markets Financing or the performance thereof, in any forum other than (i) the United States District Court for the Southern District of New York or, if such court, does not have jurisdiction over such action or proceeding, such action or proceeding shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York or (ii) the District Court (Landgericht) in Frankfurt am Main, Germany.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the exclusive personal jurisdiction of the courts Court of Chancery of the State of Delaware, or to the extent such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware and (the federal courts of the United States of America located in the county of Delaware in the State of Delaware “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, suit or proceeding shall be heard and determined in such a Delaware state or federal courtthe Chosen Courts. The parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law shall be valid valid, effective and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOFTHEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the exclusive personal jurisdiction of the courts Court of Chancery of the State of Delaware and or, to the federal courts extent such Court declines to accept jurisdiction over a particular matter, any Federal court of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyhereby and thereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said such courts or that such courts are an inconvenient forum, or that the venue thereof of such courts may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action, suit or proceeding shall be heard and determined in such a Delaware state Court of Chancery or federal Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner as may be permitted by law provided in Section 9.6 shall be valid valid, effective and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware and or, if such Court of Chancery shall lack subject matter jurisdiction, the federal Federal courts of the United States of America located in the county County of Delaware in the State of Delaware New Castle, Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate 63 or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined exclusively in such a Delaware state or federal courtcourts. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 8.5 or in such other manner as may be permitted by law shall be valid and sufficient service thereof. Notwithstanding anything herein to the contrary, each of the parties hereto agrees that any claim, action or proceeding against the Financing Sources arising out of or relating to this Agreement or the transactions contemplated hereby or in connection with the Financing, or the performance of services by the Financing Sources with respect to the foregoing, shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within such State (provided, however, that, for purposes of the foregoing, (i) the interpretation of the definition of “Company Material Adverse Effect” (and whether or not a “Company Material Adverse Effect” has occurred) and (ii) the determination of the accuracy of any representations and warranties of the Company herein and whether as a result of any inaccuracy thereof the Parent or Merger Sub have the right to terminate its (or their) obligations under this Agreement, in each case shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to the principles of conflicts of law), and shall be subject to the exclusive jurisdiction of New York State or United States federal courts sitting in the Borough of Manhattan, City of New York and no party hereto shall, nor shall it permit any of its Affiliates to, bring or support anyone else in bringing any claim, action or proceeding against the Financing Sources in relation hereto in any other court.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware, or to the extent such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware and (the federal courts of the United States of America located in the county of Delaware in the State of Delaware “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties hereto irrevocably agree that all claims with respect relating to such Action action, suit or proceeding shall be heard and determined in such a Delaware state or federal courtthe Chosen Courts. The parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner provided in Section 9.6 or in such other manner as may be permitted by law shall be valid valid, effective and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) 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 LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware located in the County of New Castle and the federal Federal courts of the United States of America located in the county County of Delaware in the State of Delaware New Castle solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action action or proceeding shall be heard and determined in such a Delaware state State or federal courtFederal court located in the County of New Castle. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any the manner provided in Section 6.5 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (ia) THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER AT LAW, IN CONTRACT, IN TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF, 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 LAW PRINCIPLES THEREOF. The parties hereto Parties hereby irrevocably submit to the personal jurisdiction of the courts Court of Chancery of the State of Delaware, or to the extent such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware and (the federal courts of the United States of America located in the county of Delaware in the State of Delaware “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, or the negotiation, execution or performance hereof, and hereby waive, and agree not to assert, as a defense in any Action action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action action, suit or proceeding may not be brought or is not maintainable in said courts the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate appropriate, or that this Agreement or any such document may not be enforced in or by such courtsChosen Courts, and the parties Parties hereto irrevocably agree that all claims with respect claims, actions, suits and proceedings or other causes of action (whether at Law, in contract, in tort or otherwise) that may be based upon, arising out of or relating to such Action this Agreement or any of the transactions contemplated by this Agreement, or the negotiation, execution or performance hereof shall be heard and determined exclusively in such a Delaware state or federal courtthe Chosen Courts. The parties Parties hereby consent to and grant any such court Chosen Court jurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in any the manner provided in Section 11.7 or in such other manner as may be permitted by law shall be valid valid, effective and sufficient service thereof.