Common use of Governing Law; Consent to Jurisdiction; Waiver of Jury Trial Clause in Contracts

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof, except for Section 5-1401 of the General Obligations Law of the State of New York. (b) Each party irrevocably and unconditionally submits to the exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (c) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. Each party hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictions. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by the laws The language in Paragraph 16 of the State of New York Agreement (“Governing Law”) which reads “without giving effect to the conflict of law principles principals thereof, except for Section 5-1401 ” is hereby deleted. Paragraph 18 of the General Obligations Law Agreement (“Use of Employee Plan Assets”) is hereby deleted in its entirety. Paragraph 17 (“No Waivers, Etc.”) is hereby deleted and replaced in its entirety by the State following provisions of New York.this Section 18: (ba) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this the Agreement or relating in any way to this the Agreement or any Transaction under this the Agreement. (cb) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this the Agreement or relating in any way to this the Agreement or any Transaction under this the Agreement. (dc) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. Each party hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 18 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party Seller or its property in the courts of other jurisdictions. (ed) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS THE AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall will be construed in accordance with and governed by the laws of the State of New York without giving effect to the conflict of law principles thereofYork, except for including Section 5-1401 of the General Obligations Law Law, without reference to its conflict of law provisions and the obligations, rights, and remedies of the State of New Yorkparties hereunder shall be determined in accordance with such laws. (b) Each party irrevocably hereto hereby consents and unconditionally submits to agrees that the state or federal courts located in the Borough of Manhattan in New York City shall have exclusive jurisdiction to hear and determine any claims or disputes between them pertaining to this Agreement or to any matter arising out of or relating to this Agreement; provided, that each party hereto acknowledges that any United States Federal or appeals from those courts may have to be heard by a court located outside of the Borough of Manhattan in New York State City; provided, further, that nothing in this Agreement shall be deemed or operate to preclude the Indenture Trustee from bringing suit or taking other legal action in any other jurisdiction to realize on the Receivables or any security for the obligations of the Issuer arising hereunder or to enforce a judgment or other court sitting order in Manhattan, favor the Indenture Trustee. Each party hereto submits and consents in advance to such jurisdiction in any appellate court from action or suit commenced in any such court, solely for the purpose of and each party hereto hereby waives any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (c) To the extent objection that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies granting of such process to them at their respective address specified hereinlegal or equitable relief as is deemed appropriate by such court. Each party hereto hereby agrees that a final judgment waives personal service of the summons, complaint and other process issued in any such action or proceeding suit and agrees that service of such summons, complaint, and other process may be made by registered or certified mail addressed to such party at its address, and that service so made shall be conclusive and may be enforced deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in other jurisdictions by suit on the judgment or in any other manner provided by lawUnited States mail, proper postage prepaid. Nothing in this Section 17 1.12 shall affect the right of Buyer or Sellers any party hereto to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionslaw. (ec) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONBecause disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTthe parties desire that their disputes be resolved by a judge applying such applicable laws. Therefore, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDERto achieve the best combination of the benefits of the judicial system and of arbitration, the parties hereto waive all rights to trial by jury in any action, suit, or proceeding brought to resolve any dispute, whether sounding in contract, tort or otherwise, arising out of, or connection with, related to, or incidental to the relationship established among them in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (ai) This Agreement Agreement, and all claims or causes of action (whether at law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement, the negotiation, execution or performance hereof or thereof, and the Transactions shall be governed by and construed in accordance with the laws of the State of New York Delaware, without giving effect to the any choice or conflict of law principles thereof, except for Section 5-1401 of the General Obligations Law provision or rule (whether of the State of New YorkDelaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. (bii) Each party of the parties irrevocably and unconditionally submits to the exclusive jurisdiction and venue of any United States Federal or New York the Court of Chancery of the State court sitting in Manhattan, of Delaware and any state appellate court from therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any such court, solely state or federal court within the State of Delaware) for the purpose of any suit, action or proceeding brought to enforce its obligations under this Agreement arising out of or relating in any way to this Agreement or any Transaction under this Agreement. (c) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party transactions contemplated hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent permitted by law, and covenants not to assert or plead any objection it may effectively do so, the defense of an inconvenient forum now or hereafter have to the maintenance laying of such action venue of any suit, action, or proceeding in any such court and or that any right of jurisdiction on account of its place of residence such suit, action or domicile and irrevocably consents to the service of proceeding brought in any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified hereincourt has been brought in an inconvenient forum. Each party hereby of the parties agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (iii) Each of the parties irrevocably consents to the service of any summons and complaint and any other process in any action or proceeding relating to the Offer or the Merger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 17 15(e) shall affect the right of Buyer or Sellers any party hereto to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionslaw. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with, the laws of the State STATE OF NEW YORK, regardless of New York without giving effect the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties to this Agreement (a) consents to submit itself to the conflict personal jurisdiction of law principles thereof, except for Section 5-1401 any state or federal court sitting in THE BOROUGH OF MANHATTAN in any action or proceeding arising out of or relating to this Agreement or any of the General Obligations Law of the State of New York. transactions contemplated by this Agreement, (b) Each party irrevocably agrees that all claims in respect of such action or proceeding may be heard and unconditionally submits determined in any such court, (c) agrees that it shall not attempt to the exclusive deny or defeat such personal jurisdiction of any United States Federal by motion or New York State court sitting in Manhattan, and any appellate court other request for leave from any such court, solely for the purpose of and (d) agrees not to bring any suit, action or proceeding brought to enforce its obligations under this Agreement arising out of or relating in any way to this Agreement or any Transaction under this Agreement. (c) To of the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under transaction contemplated by this Agreement or relating in any way to this Agreement or other court. Each of the parties hereto waives any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such any action or proceeding in so brought and waives any such court and bond, surety or other security that might be required of any right other party with respect thereto. Any party hereto may make service on another party by sending or delivering a copy of jurisdiction on account of its place of residence or domicile and irrevocably consents the process to the service of any summons party to be served at the address and complaint and any other process by in the mailing of copies of such process to them at their respective address specified herein. Each party hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawfor the giving of notices in Section 8.03. Nothing in this Section 17 8.08, however, shall affect the right of Buyer or Sellers any party to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other law. EACH party or its property in the courts of other jurisdictions. (e) EACH PARTY hereto HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF any party hereto IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York Delaware, without giving effect to the any choice or conflict of law principles thereof, except for Section 5-1401 of the General Obligations Law provision or rule (whether of the State of New YorkDelaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. (b) Each party of the parties irrevocably and unconditionally submits to the exclusive jurisdiction of agrees that any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, legal action or proceeding brought with respect to enforce its obligations under this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating in any way to this Agreement or any Transaction under of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement. , (ca) To any claim that it is not personally subject to the extent jurisdiction of the aforesaid courts for any reason other than the failure to serve in accordance with this Section 5.11, (b) any claim that either party has it or hereafter may acquire any immunity (sovereign its property is exempt or otherwise) from any legal action, suit or proceeding, immune from jurisdiction of any such court or from set off or any legal process commenced in such courts (whether through service or of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (dc) Each party hereby irrevocably waives, to the fullest extent it may effectively do sopermitted by the applicable Law, any claim that (i) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents to is brought in an inconvenient forum, (ii) the service of any summons and complaint and any other process by the mailing of copies venue of such process to them at their respective address specified herein. Each party hereby agrees that a final judgment in any such suit, action or proceeding shall be conclusive and is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionssuch courts. (ec) EACH PARTY HEREBY OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT AGREEMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDERTHE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law laws principles thereof, except for Section 5-1401 of the General Obligations Law of the State of New York. (b) Each party irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. Agreement and (cii) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile domicile. (c) Each party hereby irrevocably waives, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and irrevocably consents consent to the service of any summons and complaint and any other process by the mailing via certified mail, return receipt requested of copies of such process to them at their respective address specified herein. Each party hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party Seller or its property in the courts of other jurisdictions. (ed) EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether at law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the laws Laws of the State of New York Delaware, without giving effect to the any choice or conflict of law principles thereof, except for Section 5-1401 of the General Obligations Law provision or rule (whether of the State of New YorkDelaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. (b) Each party of the parties hereto hereby irrevocably and unconditionally submits submits, for itself and its property, to the exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattanthe Delaware Court of Chancery, and any appellate court from any such courtthereof, solely for the purpose of in any suit, action or proceeding brought to enforce its obligations under this Agreement arising out of or relating in any way to this Agreement or any Transaction under the transactions contemplated by this Agreement. (c) To , and each of the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party parties hereby irrevocably waives and unconditionally (i) agrees not to plead commence any such action or proceeding except in such courts, (ii) agrees that any claim such immunity in respect of any such action brought to enforce its obligations under this Agreement or relating proceeding may be heard and determined in any way to this Agreement or any Transaction under this Agreement. such court, (diii) Each party hereby irrevocably waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified hereincourt. Each party hereby of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdictions place of competent jurisdiction by suit on the judgment or in any other manner provided by lawLaw. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.3. Nothing in this Section 17 Agreement shall affect the right of Buyer or Sellers any party to this Agreement to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionsLaw. (ec) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONEach party hereto hereby waives, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTto the fullest extent permitted by applicable law, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDERany right it may have to a trial by jury in respect of any Action arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 5.7.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York Delaware, without giving effect regard to the conflict conflicts of law principles thereof, except for Section 5-1401 rules of such state. Each of the General Obligations Law parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, on behalf of itself or its property, in accordance with ‎Section 5.04 or in such other manner as may be permitted by Applicable Law, and nothing in this ‎Section 5.08(a) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of New York. Delaware (b) Each party irrevocably or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), in the event any dispute arises out of this Agreement, or for recognition and unconditionally submits to the exclusive jurisdiction enforcement of any United States Federal judgment in respect thereof, (iii) agrees that it shall not attempt to deny or New York State court sitting in Manhattan, and any appellate court defeat such personal jurisdiction by motion or other request for leave from any such court, solely for (iv) agrees that any actions or proceedings arising in connection with this Agreement shall be brought, tried and determined only in the purpose Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), (v) waives any objection that it may now or hereafter have to the venue of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (c) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (vi) agrees that it shall not bring any right of jurisdiction on account of its place of residence action relating to this Agreement or domicile and irrevocably consents to the service of Transactions in any summons and complaint and any court other process by than the mailing of copies of such process to them at their respective address specified hereinaforesaid courts. Each party hereby agrees of Parent and the Stockholders agree that a final judgment in any such action or proceeding in such court as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionsApplicable Law. (eb) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER TRANSACTION DOCUMENT PARTY HAS REPRESENTED, EXPRESSLY OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDEROTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION ‎5.08(b).

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof, except for Section 5-1401 of the General Obligations Law of the State of New York. (b) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (c) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. Each party hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 18 shall affect the right of Buyer or Sellers Seller to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers Seller to bring any action or proceeding against the other party or its property in the courts of other jurisdictions. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS THE AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall will be construed in accordance with and governed by the laws of the State of New York without giving effect to the conflict of law principles thereofYork, except for including Section 5-1401 of the General Obligations Law Law, without reference to its conflict of law provisions and the obligations, rights, and remedies of the State of New Yorkparties hereunder shall be determined in accordance with such laws. (b) Each party irrevocably hereto hereby consents and unconditionally submits to agrees that the state or federal courts located in the Borough of Manhattan in New York City shall have exclusive jurisdiction to hear and determine any claims or disputes between them pertaining to this Agreement or to any matter arising out of or relating to this Agreement; provided, that each party hereto acknowledges that any United States Federal or appeals from those courts may have to be heard by a court located outside of the Borough of Manhattan in New York State City; provided, further, that nothing in this Agreement shall be deemed or operate to preclude the Transferor or the Issuer from bringing suit or taking other legal action in any other jurisdiction to realize on the Receivables or to enforce a judgment or other court sitting order in Manhattan, favor of the Transferor or the Issuer. Each party hereto submits and consents in advance to such jurisdiction in any appellate court from action or suit commenced in any such court, solely for the purpose of and each party hereto hereby waives any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (c) To the extent objection that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies granting of such process to them at their respective address specified hereinlegal or equitable relief as is deemed appropriate by such court. Each party hereto hereby agrees that a final judgment waives personal service of the summons, complaint and other process issued in any such action or proceeding suit and agrees that service of such summons, complaint, and other process may be made by registered or certified mail addressed to such party at its address as determined in accordance with Section 8.4, and that service so made shall be conclusive and may be enforced deemed completed upon the earlier of such party’s actual receipt thereof or three days after deposit in other jurisdictions by suit on the judgment or in any other manner provided by lawUnited States mail, proper postage prepaid. Nothing in this Section 17 8.3 shall affect the right of Buyer or Sellers any party hereto to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionslaw. (ec) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONBecause disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTthe parties desire that their disputes be resolved by a judge applying such applicable laws. Therefore, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDERto achieve the best combination of the benefits of the judicial system and of arbitration, the parties hereto waive all rights to trial by jury in any action, suit, or proceeding brought to resolve any dispute, whether sounding in contract, tort or otherwise, arising out of, or connection with, related to, or incidental to the relationship established among them in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall will be construed in accordance with and governed by the laws of the State of New York without giving effect to the conflict of law principles thereofYork, except for including Section 5-1401 of the General Obligations Law Law, without reference to its conflict of law provisions and the obligations, rights, and remedies of the State of New Yorkparties hereunder shall be determined in accordance with such laws. (b) Each party irrevocably hereto hereby consents and unconditionally submits to agrees that the state or federal courts located in the Borough of Manhattan in New York City shall have exclusive jurisdiction to hear and determine any claims or disputes between them pertaining to this Agreement or to any matter arising out of or relating to this Agreement; provided, that each party hereto acknowledges that any United States Federal or appeals from those courts may have to be heard by a court located outside of the Borough of Manhattan in New York State City; provided, further, that nothing in this Agreement shall be deemed or operate to preclude Dryrock Funding from bringing suit or taking other legal action in any other jurisdiction to realize on the Receivables or any security for the obligations of the Seller arising hereunder or to enforce a judgment or other court sitting order in Manhattan, favor of Dryrock Funding. Each party hereto submits and consents in advance to such jurisdiction in any appellate court from action or suite commenced in any such court, solely for the purpose of and each party hereto hereby waives any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (c) To the extent objection that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies granting of such process to them at their respective address specified hereinlegal or equitable relief as is deemed appropriate by such court. Each party hereto hereby agrees that a final judgment waives personal service of the summons, complaint and other process issued in any such action or proceeding suit and agrees that service of such summons, complaint, and other process may be made by registered or certified mail addressed to such party at its address as determined in accordance with Section 9.03, and that service so made shall be conclusive and may be enforced deemed completed upon the earlier of such party’s actual receipt thereof or three days after deposit in other jurisdictions by suit on the judgment or in any other manner provided by lawUnited States mail, proper postage prepaid. Nothing in this Section 17 9.02 shall affect the right of Buyer or Sellers any party hereto to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionslaw. (ec) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONBecause disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTthe parties desire that their disputes be resolved by a judge applying such applicable laws. Therefore, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDERto achieve the best combination of the benefits of the judicial system and of arbitration, the parties hereto waive all rights to trial by jury in any action, suit, or Proceeding brought to resolve any dispute, whether sounding in contract, tort or otherwise, arising out of, or connection with, related to, or incidental to the relationship established among them in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York Delaware, without giving effect regard to the conflict conflicts of law principles thereof, except for Section 5-1401 rules of such state. Each of the General Obligations Law parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, on behalf of itself or its property, in accordance with ‎Section 6.10 or in such other manner as may be permitted by Applicable Law, and nothing in this ‎Section 6.11 shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of New York. Delaware (b) Each party irrevocably or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), in the event any dispute arises out of this Agreement, or for recognition and unconditionally submits to the exclusive jurisdiction enforcement of any United States Federal judgment in respect thereof, (iii) agrees that it shall not attempt to deny or New York State court sitting in Manhattan, and any appellate court defeat such personal jurisdiction by motion or other request for leave from any such court, solely for (iv) agrees that any actions or proceedings arising in connection with this Agreement shall be brought, tried and determined only in the purpose Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), (v) waives any objection that it may now or hereafter have to the venue of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (c) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (vi) agrees that it shall not bring any right of jurisdiction on account of its place of residence action relating to this Agreement or domicile and irrevocably consents to the service of Transactions in any summons and complaint and any court other process by than the mailing of copies of such process to them at their respective address specified hereinaforesaid courts. Each party hereby of the Company and the Stockholder agrees that a final judgment in any such action or proceeding in such court as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionsApplicable Law. (eb) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER TRANSACTION DOCUMENT PARTY HAS REPRESENTED, EXPRESSLY OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDEROTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS ‎Section 6.11(b).

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law laws principles thereof, except for Section 5-1401 of the General Obligations Law of the State of New Yorkthereof THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. (b) Each party irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in ManhattanNew York County, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. Agreement and (cii) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile domicile. (c) The parties hereby irrevocably waive, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and irrevocably consents consent to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. Each party The parties hereby agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 21 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party any Seller or its property in the courts of other jurisdictions. (ed) EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by the laws The language in Paragraph 16 of the State of New York Agreement ("Governing Law") which reads "without giving effect to the conflict of law principles principals thereof, except for Section 5-1401 " is hereby deleted. Paragraph 18 of the General Obligations Law Agreement ("Use of Employee Plan Assets") is hereby deleted in its entirety. Paragraph 17 ("No Waivers, Etc.") is hereby deleted and replaced in its entirety by the State following provisions of New York.this Section 18: (ba) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this the Agreement or relating in any way to this the Agreement or any Transaction under this the Agreement. (cb) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action 50 brought to enforce its obligations under this the Agreement or relating in any way to this the Agreement or any Transaction under this the Agreement. (dc) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. Each party hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 18 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party Seller or its property in the courts of other jurisdictions. (ed) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS THE AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This The Agreement (including this Annex I) shall be governed by the laws of the State of New York without giving effect to the conflict of law laws principles thereof, except for Section 5-1401 of the General Obligations Law of the State of New York. (b) Each party irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this the Agreement or relating in any way to this the Agreement or any Transaction under this Agreement. the Agreement and (cii) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile domicile. (c) The parties hereby irrevocably waive, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and irrevocably consents consent to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. Each party The parties hereby agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 18 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party Seller or its property in the courts of other jurisdictions. (ed) EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT (INCLUDING THIS AGREEMENTANNEX I), ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof, except for Section 5-1401 51401 of the General Obligations Law of the State of New York. (b) Each party irrevocably and unconditionally submits to the exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (c) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. Each party hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictions. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.ANY

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall The interpretation and construction of this Agreement, and all matters relating hereto, will be governed by the laws of the State of New York Illinois applicable to contracts made and to be performed entirely within the State of Illinois without giving effect to the any conflict of law principles provisions thereof, except for that, notwithstanding clause (b) below, the Federal Arbitration Act, 9 U.S.C. Section 51-1401 16, will govern all issues relating to the arbitrability and arbitration of any claim or dispute relating to, and any interpretation of, Section 2.3 or 2.4 and the General Obligations Law enforcement of the State of New Yorkany determination pursuant thereto. (b) Each party of the Parties agrees that any legal action or proceeding with respect to this Agreement may be brought in the federal and state courts located in the State of Illinois, and, by execution and delivery of this Agreement, each Party hereby irrevocably submits itself in respect of its property, generally and unconditionally submits unconditionally, to the exclusive jurisdiction of the aforesaid courts in any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, legal action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under arising out of this Agreement. (c) To . Each of the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party Parties hereto hereby irrevocably waives and agrees not any objection which it may now or hereafter have to plead or claim such immunity in respect the laying of venue of any action brought to enforce its obligations under of the aforesaid actions or proceedings arising out of or in connection with this Agreement or relating brought in any way the courts referred to this Agreement or any Transaction under this Agreement. (d) in the preceding sentence. Each party Party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. Each party hereby agrees that a final judgment being served in any such action or proceeding shall be conclusive by the mailing of a copy thereof to the address set forth in Section 11.3 below its name and may be enforced in other jurisdictions by suit on the judgment agrees that such service upon receipt will constitute good and sufficient service of process or in any other manner provided by lawnotice thereof. Nothing in this Section 17 shall paragraph will affect the or eliminate any right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect law. (c) Each of the right Parties hereby waives its rights to a trial by jury of Buyer or Sellers to bring any legal action or proceeding arising out of this Agreement, the Purchaser Documents or the Seller Documents or any transaction contemplated hereby or thereby in an legal action or proceeding brought by one Party against the other party or its property in the courts of other jurisdictionsanother. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall in all respects be governed by by, and construed in accordance with, the laws of the State of New York without giving effect to the conflict of law principles thereof, except for Section 5-1401 of the General Obligations Law of the State of New York. (b) Each party hereby irrevocably and unconditionally submits submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any the Supreme Court of the State of New York sitting in New York County and of the United States Federal or District Court of the Southern District of New York State court sitting in ManhattanYork, and any appellate court from any such courtthereof, solely for the purpose of in any suit, action or proceeding brought to enforce its obligations under this Agreement arising out of or relating in any way to this Agreement Agreement, or any Transaction under this Agreement. (c) To the extent that either party has for recognition or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction enforcement of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid and each of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party the parties hereto hereby irrevocably waives and unconditionally agrees not to plead or claim such immunity that all claims in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding may be heard and determined in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents New York State or, to the service of any summons and complaint and any other process extent permitted by the mailing of copies of law, in such process to them at their respective address specified hereinFederal court. Each party hereby of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement against another party or its properties in the courts of any jurisdiction. (c) Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in Section 17 shall 5.6(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10 of the Credit Agreement. Nothing in this Agreement will affect the right of Buyer or Sellers any party to this Agreement to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionslaw. (e) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER TRANSACTION DOCUMENT THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY INSTRUMENT OTHER PARTY HAS REPRESENTED, EXPRESSLY OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDEROTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law laws principles thereof, except for Section 5-1401 of the General Obligations Law of the State of New York. (b) Each party irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. Agreement and (cii) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile domicile. (c) Each party hereby irrevocably waives, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and irrevocably consents consent to the service of any summons and complaint and any other process by the mailing via certified mail, return receipt requested of copies of such process to them at their respective address specified herein. Each party hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 shall affect the right of Buyer or Sellers either party to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers either party to bring any action or proceeding against the other party or its property in the courts of other jurisdictions. (ed) EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York Delaware, without giving effect regard to the conflict conflicts of law principles thereof, except for Section 5-1401 rules of such state. Each of the General Obligations Law parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, on behalf of itself or its property, in accordance with ‎Section 5.04 or in such other manner as may be permitted by Applicable Law, and nothing in this ‎Section 5.08(a) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of New York. Delaware (b) Each party irrevocably or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), in the event any dispute arises out of this Agreement, or for recognition and unconditionally submits to the exclusive jurisdiction enforcement of any United States Federal judgment in respect thereof, (iii) agrees that it shall not attempt to deny or New York State court sitting in Manhattan, and any appellate court defeat such personal jurisdiction by motion or other request for leave from any such court, solely for (iv) agrees that any actions or proceedings arising in connection with this Agreement shall be brought, tried and determined only in the purpose Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), (v) waives any objection that it may now or hereafter have to the venue of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (c) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (vi) agrees that it shall not bring any right of jurisdiction on account of its place of residence action relating to this Agreement or domicile and irrevocably consents to the service of Transactions in any summons and complaint and any court other process by than the mailing of copies of such process to them at their respective address specified hereinaforesaid courts. Each party hereby of Parent and the Stockholder agrees that a final judgment in any such action or proceeding in such court as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionsApplicable Law. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall in all respects be governed by by, and construed in accordance with, the laws law of the State of New York (without giving effect to the conflict its conflicts of law principles thereofprovisions), except for Section 5-1401 including all matters of the General Obligations Law of the State of New Yorkconstruction, validity and performance. (b) Each party hereby irrevocably and unconditionally submits submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any the Supreme Court of the State of New York sitting in New York County and of the United States Federal or District Court of the Southern District of New York State court sitting in ManhattanYork, and any appellate court from any such courtthereof, solely for the purpose of in any suit, action or proceeding brought to enforce its obligations under this Agreement arising out of or relating in any way to this Agreement Agreement, or any Transaction under this Agreement. (c) To the extent that either party has for recognition or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction enforcement of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid and each of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party the parties hereto hereby irrevocably waives and unconditionally agrees not to plead or claim such immunity that all claims in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding may be heard and determined in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents New York State or, to the service of any summons and complaint and any other process extent permitted by the mailing of copies of law, in such process to them at their respective address specified hereinFederal court. Each party hereby of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement against another party or its properties in the courts of any jurisdiction. (c) Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 17 shall 17. Nothing in this Agreement will affect the right of Buyer or Sellers any party to this Agreement to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionslaw. (e) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER TRANSACTION DOCUMENT THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY INSTRUMENT OTHER PARTY HAS REPRESENTED, EXPRESSLY OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDEROTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) ‘This Agreement shall in all respects be governed by by, and construed in accordance with, the laws of the State of New York without giving effect to the conflict of law principles thereof, except for Section 5-1401 of the General Obligations Law of the State of New York. (b) Each party hereby irrevocably and unconditionally submits submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any the Supreme Court of the State of New York sitting in New York County and of the United States Federal or District Court of the Southern District of New York State court sitting in ManhattanYork, and any appellate court from any such courtthereof, solely for the purpose of in any suit, action or proceeding brought to enforce its obligations under this Agreement arising out of or relating in any way to this Agreement Agreement, or any Transaction under this Agreement. (c) To the extent that either party has for recognition or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction enforcement of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid and each of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party the parties hereto hereby irrevocably waives and unconditionally agrees not to plead or claim such immunity that all claims in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding may be heard and determined in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents New York State or, to the service of any summons and complaint and any other process extent permitted by the mailing of copies of law, in such process to them at their respective address specified hereinFederal court. Each party hereby of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement against another party or its properties in the courts of any jurisdiction. (c) Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in Section 17 shall 56(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10 of the Credit Agreement. Nothing in this Agreement will affect the right of Buyer or Sellers any party to this Agreement to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionslaw. (e) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER TRANSACTION DOCUMENT THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY INSTRUMENT OTHER PARTY HAS REPRESENTED, EXPRESSLY OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDEROTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATION IN THIS SECTION.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws Law 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 without giving effect to or any other jurisdiction) that would cause the conflict of law principles thereof, except for Section 5-1401 application of the General Obligations Law Laws of any jurisdiction other than the State of New York. (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party irrevocably hereto or its successors or assigns, shall be brought and unconditionally submits to determined exclusively in the exclusive Court of Chancery in the State of Delaware, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. Process in any such action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any United States Federal such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 5.5 shall be deemed effective service or New York State court sitting process on such party. The foregoing shall not limit the rights of any party to serve process in Manhattan, and any appellate court from other manner permitted by Law. Each of the parties hereto hereby irrevocably submits with regard to any such court, solely for the purpose of any suit, action or proceeding brought for itself and in respect of its property, generally and unconditionally, to enforce its obligations under this Agreement or the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating in any way to this Agreement or any Transaction under of the transactions contemplated by this Agreement in any court other than the aforesaid courts and to accept service of process in any manner permitted by such courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement. , (ca) To any claim that it is not personally subject to the extent jurisdiction of the above named courts for any reason, (b) any claim that either party has it or hereafter may acquire any immunity (sovereign its property is exempt or otherwise) from any legal action, suit or proceeding, immune from jurisdiction of any such court or from set off or any legal process commenced in such courts (whether through service or of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (dc) Each party hereby irrevocably waives, to the fullest extent it may effectively do sopermitted by the applicable law, any claim that (i) the defense of proceeding in such court is brought in an inconvenient forum to forum, (ii) the maintenance venue of such action proceeding is improper or proceeding in any such court and any right (iii) this Agreement, or the subject matter of jurisdiction on account of its place of residence or domicile and irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. Each party hereby agrees that a final judgment in any such action or proceeding shall be conclusive and this Agreement, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionssuch courts. (ec) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING SUIT OR COUNTERCLAIM ARISING OUT OF OR RELATING PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, ANY BY, AMONG OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDERTHINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 5.8.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof, except for Section 5-1401 of the General Obligations Law of the State of New York... (b) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (c) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. Each party hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 18 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party Seller or its property in the courts of other jurisdictions. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS THE AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by the laws The language in Paragraph 16 of the State of New York Agreement ("Governing Law") which reads "without giving effect to the conflict of law principles principals thereof, except for Section 5-1401 " is hereby deleted. Paragraph 18 of the General Obligations Law Agreement ("Use of Employee Plan Assets") is hereby deleted in its entirety. Paragraph 17 ("No Waivers, Etc.") is hereby deleted and replaced in its entirety by the State following provisions of New York.this Section 18: (ba) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this the Agreement or relating in any way to this the Agreement or any Transaction under this the Agreement. (cb) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this the Agreement or relating in any way to this the Agreement or any Transaction under this the Agreement. (dc) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. Each party hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 18 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party Seller or its property in the courts of other jurisdictions. (ed) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS THE AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) 9.1.1. This Agreement shall be governed by governed, construed and enforced in accordance with the laws of the State of New York without giving effect regard to its principles of conflict of laws. 9.1.2. Each party acknowledges and agrees that irreparable damage would occur to the conflict of law principles thereof, except for Section 5-1401 other parties hereunder in the event that any of the General Obligations Law provisions of this Agreement or the were not performed by such party in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each party shall be entitled to an injunction or injunctions to prevent or cure breaches of the State provisions of New Yorkthis Agreement by any other party and to enforce specifically the terms and provisions hereof and thereof this being in addition to any other remedy to which the parties may be entitled by law or equity. (b) 9.1.3. Each party (i) hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any the United States Federal or District Court and other courts of the United States sitting in New York City in the State court sitting in Manhattan, and any appellate court from any such court, solely of New York for the purpose purposes of any suit, action or proceeding brought to enforce its obligations under this Agreement arising out of or relating in any way to this Agreement or any Transaction under this Agreement. and (cii) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal actionhereby waives, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such immunity court, that the suit, action or proceeding is brought in respect an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each party consents to process being served in any such suit, action brought or proceeding by mailing a copy thereof to enforce its obligations such party at the address in effect for notices to it under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of and agrees that such action or proceeding in any such court service shall constitute good and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents to the sufficient service of any summons process and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. Each party hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawnotice thereof. Nothing in this Section 17 9.1.3 shall affect the or limit any right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionslaw. (e) 9.1.4. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE RELATED DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER TRANSACTION DOCUMENT PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDERLITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.1.4.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall in all respects be governed by by, and construed in accordance with, the laws of the State of New York without giving effect to the conflict of law principles thereof, except for Section 5-1401 of the General Obligations Law of the State of New York. (b) Each party hereby irrevocably and unconditionally submits submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any the Supreme Court of the State of New York sitting in New York County and of the United States Federal or District Court of the Southern District of New York State court sitting in ManhattanYork, and any appellate court from any such courtthereof, solely for the purpose of in any suit, action or proceeding brought to enforce its obligations under this Agreement arising out of or relating in any way to this Agreement Agreement, or any Transaction under this Agreement. (c) To the extent that either party has for recognition or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction enforcement of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid and each of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party the parties hereto hereby irrevocably waives and unconditionally agrees not to plead or claim such immunity that all claims in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding may be heard and determined in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents New York State or, to the service of any summons and complaint and any other process extent permitted by the mailing of copies of law, in such process to them at their respective address specified hereinFederal court. Each party hereby of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement against another party or its properties in the courts of any jurisdiction. (c) Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in Section 17 shall 56(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10 of the Credit Agreement. Nothing in this Agreement will affect the right of Buyer or Sellers any party to this Agreement to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionslaw. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law laws principles thereof, except for Section 5-1401 of the General Obligations Law of the State of New York. (b) Each party irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. Agreement and (cii) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile domicile. (c) The parties hereby irrevocably waive, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and irrevocably consents consent to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. Each party The parties hereby agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 20 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party Seller or its property in the courts of other jurisdictions. (ed) EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York Delaware, without giving effect regard to the conflict conflicts of law principles thereof, except for Section 5-1401 rules of such state. Each of the General Obligations Law parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, on behalf of itself or its property, in accordance with ‎Section 5.04 or in such other manner as may be permitted by Applicable Law, and nothing in this ‎Section 5.08(a) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of New York. Delaware (b) Each party irrevocably or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), in the event any dispute arises out of this Agreement, or for recognition and unconditionally submits to the exclusive jurisdiction enforcement of any United States Federal judgment in respect thereof, (iii) agrees that it shall not attempt to deny or New York State court sitting in Manhattan, and any appellate court defeat such personal jurisdiction by motion or other request for leave from any such court, solely for (iv) agrees that any actions or proceedings arising in connection with this Agreement shall be brought, tried and determined only in the purpose Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), (v) waives any objection that it may now or hereafter have to the venue of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (c) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (vi) agrees that it shall not bring any right of jurisdiction on account of its place of residence action relating to this Agreement or domicile and irrevocably consents to the service of Transactions in any summons and complaint and any court other process by than the mailing of copies of such process to them at their respective address specified hereinaforesaid courts. Each party hereby of Parent and the Stockholder agrees that a final judgment in any such action or proceeding in such court as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionsApplicable Law. (eb) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER TRANSACTION DOCUMENT PARTY HAS REPRESENTED, EXPRESSLY OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDEROTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION ‎5.08(b).

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York Delaware, without giving effect regard to the conflict conflicts of law principles thereof, except for Section 5-1401 rules of such state. Each of the General Obligations Law parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, on behalf of itself or its property, in accordance with Section 5.04 or in such other manner as may be permitted by Applicable Law, and nothing in this Section 5.08(a) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of New York. Delaware (b) Each party irrevocably or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), in the event any dispute arises out of this Agreement, or for recognition and unconditionally submits to the exclusive jurisdiction enforcement of any United States Federal judgment in respect thereof, (iii) agrees that it shall not attempt to deny or New York State court sitting in Manhattan, and any appellate court defeat such personal jurisdiction by motion or other request for leave from any such court, solely for (iv) agrees that any actions or proceedings arising in connection with this Agreement shall be brought, tried and determined only in the purpose Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), (v) waives any objection that it may now or hereafter have to the venue of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (c) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (vi) agrees that it shall not bring any right of jurisdiction on account of its place of residence action relating to this Agreement or domicile and irrevocably consents to the service of Transactions in any summons and complaint and any court other process by than the mailing of copies of such process to them at their respective address specified hereinaforesaid courts. Each party hereby of Parent and the Stockholder agrees that a final judgment in any such action or proceeding in such court as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionsApplicable Law. (eb) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER TRANSACTION DOCUMENT PARTY HAS REPRESENTED, EXPRESSLY OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDEROTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.08(b).

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law laws principles thereof, except for Section 5-1401 of the General Obligations Law of the State of New York. (b) Each party irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. Agreement and (cii) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile domicile. (c) Each party hereby irrevocably waives, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and irrevocably consents consent to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. Each party hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 18 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party Seller or its property in the courts of other jurisdictions. (ed) EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York Delaware, without giving effect regard to the conflict conflicts of law principles thereof, except for Section 5-1401 rules of such state. Each of the General Obligations Law parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, on behalf of itself or its property, in accordance with ‎Section 5.04 or in such other manner as may be permitted by Applicable Law, and nothing in this ‎Section 5.08(a) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of New York. Delaware (b) Each party irrevocably or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), in the event any dispute arises out of this Agreement, or for recognition and unconditionally submits to the exclusive jurisdiction enforcement of any United States Federal judgment in respect thereof, (iii) agrees that it shall not attempt to deny or New York State court sitting in Manhattan, and any appellate court defeat such personal jurisdiction by motion or other request for leave from any such court, solely for (iv) agrees that any actions or proceedings arising in connection with this Agreement shall be brought, tried and determined only in the purpose Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), (v) waives any objection that it may now or hereafter have to the venue of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (c) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (vi) agrees that it shall not bring any right of jurisdiction on account of its place of residence action relating to this Agreement or domicile and irrevocably consents to the service of Transactions in any summons and complaint and any court other process by than the mailing of copies of such process to them at their respective address specified hereinaforesaid courts. Each party hereby agrees of Parent and the Stockholders agree that a final judgment in any such action or proceeding in such court as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionsApplicable Law. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York Delaware, without giving effect regard to the conflict conflicts of law principles thereof, except for Section 5-1401 rules of such state. Each of the General Obligations Law parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, on behalf of itself or its property, in accordance with Section 5.04 or in such other manner as may be permitted by Applicable Law, and nothing in this Section 5.08(a) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of New York. Delaware (b) Each party irrevocably or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), in the event any dispute arises out of this Agreement, or for recognition and unconditionally submits to the exclusive jurisdiction enforcement of any United States Federal judgment in respect thereof, (iii) agrees that it shall not attempt to deny or New York State court sitting in Manhattan, and any appellate court defeat such personal jurisdiction by motion or other request for leave from any such court, solely for (iv) agrees that any actions or proceedings arising in connection with this Agreement shall be brought, tried and determined only in the purpose Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), (v) waives any objection that it may now or hereafter have to the venue of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (c) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (vi) agrees that it shall not bring any right of jurisdiction on account of its place of residence action relating to this Agreement or domicile and irrevocably consents to the service of Transactions in any summons and complaint and any court other process by than the mailing of copies of such process to them at their respective address specified hereinaforesaid courts. Each party hereby agrees of the Company and the Stockholders agree that a final judgment in any such action or proceeding in such court as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party or its property in the courts of other jurisdictionsApplicable Law. (eb) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER TRANSACTION DOCUMENT PARTY HAS REPRESENTED, EXPRESSLY OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDEROTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.08(b).

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof, except for Section 5-1401 of the General Obligations Law of the State of New York. (b) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (c) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. Each party hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 18 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party Seller or its property in the courts of other jurisdictions. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS THE AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by the laws of the State of New York without giving effect relating to the conflict of law principles thereof, except for Section 5-1401 of the General Obligations Law of the State of New Yorkcontracts made and entirely performed therein. (b) Each party irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any the Transaction under this Agreement. Agreement and (cii) To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or any Transaction under this Agreement. (d) Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile domicile. (c) Each party hereby irrevocably waives, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and irrevocably consents consent to the service of any summons and complaint and any other process by the mailing via certified mail, return receipt requested of copies of such process to them at their respective address specified herein. Each party hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 17 shall affect the right of Buyer or Sellers to serve legal process in any other manner permitted by law or affect the right of Buyer or Sellers to bring any action or proceeding against the other party Seller or its property in the courts of other jurisdictions. (ed) EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.