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

Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courts.

Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, with and governed by the laws of the State of DelawareDelaware applicable to agreements made and to be performed wholly within such jurisdiction. All disputes, without giving effect litigation, proceedings or other legal actions by any party to any applicable principles of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or Agreement in connection with, with or relating to this Agreement or the transactions any matters described or contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) in this Agreement shall be heard and determined exclusively instituted in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court courts of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts or of the United States of America, such Action shall be heard sitting in the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) Each party to this Agreement irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and of the United States sitting in the State of Delaware in connection with any such courts for the purpose of any Action dispute, litigation, action or proceeding arising out of or relating to this Agreement. Each party to this Agreement brought by any Party; (ii) agrees that will maintain at all times a duly appointed agent in the State of Delaware for the service of any process will be validly effected by sending notice or summons in accordance connection with Section 12.3; (iii) irrevocably waivesany such dispute, and agrees not to assert by way of motionlitigation, defense, action or otherwise, proceeding brought in any such Actioncourt and, if its fails to maintain such an agent during any period, any such process or summons may be served on it by mailing a copy of such process or summons to it at its address set forth, and in the manner provided, in Section 12.8, with such service deemed effective on the fifteenth day after the date of such mailing. Each party to this Agreement irrevocably waives the right to a trial by jury in connection with any matter arising out of this Agreement and, to the fullest extent permitted by applicable law, any defense or objection it may now or hereafter have to the laying of venue of any proceeding under this Agreement brought in the courts of the State of Delaware or of the United States sitting in the State of Delaware and any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is any proceeding under this Agreement brought in any such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courts.

Governing Law; Consent to Jurisdiction. (a) This Agreement, and any and all claims arising directly or indirectly out of or otherwise concerning this Agreement (whether based in contract, tort or otherwise) shall be governed by, and construed and enforced in accordance with, the laws Laws of the State of Delaware, Delaware (without giving effect regard to any applicable principles of conflict choice or conflicts of laws principles, whether of the State of Delaware or any other jurisdiction, that would cause might direct the Laws application of another State substantive Law to otherwise govern this Agreement. The Parties agree that ). (b) With respect to any Action seeking to enforce any provision of, and all Actions arising directly or based on any matter arising indirectly out of or in connection with, otherwise relating to this Agreement or the transactions contemplated hereby Transactions, each of the Parties: (whether brought by any party or any of its Affiliates or against any party or any of its Affiliatesi) shall be heard irrevocably and determined exclusively in unconditionally submits and consents to the Delaware Court of Chancery; provided, that if exclusive jurisdiction of: (A) the Delaware Court of Chancery does not have jurisdiction over of the State of Delaware or, if such ActionCourt of Chancery lacks subject matter jurisdiction, such Action shall be heard and determined exclusively in the Complex Commercial Division of the Superior Court of the State of Delaware or (Complex Commercial Division); provided, further, B) in the event that if subject matter an Action involves claims exclusively within the jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of Americacourts, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with Delaware (all such courts, collectively, the preceding sentence“Chosen Courts” and, individually, each of the Parties hereby (i) submits a “Chosen Court”), for itself and with respect to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Partyits property; (ii) agrees that service all claims in respect of process will such Action shall be validly effected by sending notice heard and determined only in accordance with Section 12.3any Chosen Court (and the appropriate respective appellate courts therefrom); (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is shall not subject personally attempt to the deny or defeat such personal jurisdiction of the above-named courts, that its property is exempt by motion or immune other request for leave from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courtsChosen Court; and (iv) agrees that, except in connection with any Action brought against a party in another jurisdiction by an independent third person, it shall not bring any Action directly or indirectly relating to move to transfer any such Action to a court other than this Agreement or any of the above-named courtstransactions contemplated hereby in any forum other than a Chosen Court, except for the purpose of enforcing any award or judgment; and (v) agrees that it shall not assert and waives any objection it may have based on inconvenient forum to the maintenance of any action or proceeding so brought. Each Party may make service on another Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 10.01. Nothing in this Section 10.07, however, shall affect the right of any person to serve legal process in any other manner permitted by Law.

Governing Law; Consent to Jurisdiction. This The Merger shall be governed by and construed in accordance with the applicable Laws of the State of Nevada and the State of Delaware. All other provisions in this Agreement shall be governed by, by and construed in accordance with, with the laws Laws of the State of Delaware, without giving effect to any regardless of the Laws that might otherwise govern under applicable principles of conflict conflicts of laws that would cause law. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the Laws exclusive jurisdiction of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court courts of the State of Delaware and the Federal Courts of Delaware (Complex Commercial Divisionthe “Delaware Courts”); provided, furtherin any suit, action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment resulting from any suit, action or proceeding, and each party hereby irrevocably and unconditionally agrees that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively all claims in the federal courts of the United States of Americarespect to any such suit, such Action shall action or proceeding may be heard and determined in the United States District Court for the District of Delawarea Delaware Court. Consistent with the preceding sentenceEach party hereby irrevocably and unconditionally waives, each of the Parties hereby (i) submits to the exclusive jurisdiction fullest extent it may legally and effectively do so, (a) any objection which it may now or hereafter have to the laying of such courts for the purpose venue of any Action suit, action or proceeding arising out of or relating to this Agreement brought by any Party; in a Delaware Court, (iib) agrees that service the defense of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waivesan inconvenient forum to the maintenance of such suit, and agrees not to assert by way of motion, defense, action or otherwise, proceeding in any such Actioncourt, any claim that it is not subject personally and (c) the right to the jurisdiction of the above-named courtsobject, with respect to such suit, action or proceeding, that its property is exempt such court does not have jurisdiction over such party. Each party irrevocably consents to service or immune from attachment or execution, that the Action is brought process in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated any manner permitted by this Agreement may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtslaw.

Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any applicable the principles of conflict conflicts of laws that would cause law. Each of the Laws of another State parties hereto hereby irrevocably and unconditionally consents to otherwise govern this Agreement. The Parties agree that any Action seeking submit to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively exclusive jurisdiction in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts or any court of the United States of America, such Action shall be heard located in the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties hereby for any action, proceeding or investigation in any court or before any governmental authority (i“Litigation”) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service and the transactions contemplated hereby. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such ActionLitigation, the defense of sovereign immunity, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsaforesaid courts for any reason other than the failure to serve process in accordance with this Section 5.11, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise), and to the fullest extent permitted by applicable law, that the Action Litigation in any such court is brought in an inconvenient forum, that the venue of the Action such Litigation is improper, or that this Agreement Agreement, or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the above named courts; parties irrevocably and (iv) agrees not unconditionally waives, to move the fullest extent permitted by applicable law, any and all rights to transfer trial by jury in connection with any such Action Litigation arising out of or relating to a court other than any of this Agreement or the above-named courtstransactions contemplated hereby.

Governing Law; Consent to Jurisdiction. (i) This Voting Agreement shall be governed by, by and interpreted and construed in accordance with, with the laws Laws of the State of Delaware. Any and all claims, without giving effect to any applicable principles controversies, and causes of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of any Action action arising out of or relating to this Agreement brought Voting Agreement, whether sounding in contract, tort, statute, or otherwise shall be governed by the internal Laws of the State of Delaware, including its statutes of limitations, without giving effect to any Party; conflict-of-laws or other rules that would result in the application of the Laws or statutes of limitations of a different jurisdiction. (ii) agrees that Each of the parties (a) irrevocably consents to the service of the summons and complaint and any other process will be validly effected by sending notice (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this Voting Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 12.39.2 of the Merger Agreement or in such other manner as may be permitted by applicable Law, and nothing in this Section 5(g) will affect the right of any party to serve legal process in any other manner permitted by applicable Law; (iiib) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, unconditionally consents and submits itself and its properties and assets in any such Action, any claim that it is not subject personally Legal Proceeding to the exclusive general jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue Court of Chancery of the Action is improperState of Delaware and any state appellate court 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 federal court within the State of Delaware (and any appellate court therefrom) or, if any federal court within the State of Delaware declines to accept jurisdiction over a particular matter, any state court within the State of Delaware (and any appellate court therefrom)) (the “Chosen Courts”) in the event that any dispute or that controversy arises out of this Voting Agreement or the transactions contemplated hereby; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any Legal Proceeding arising in connection with this Voting Agreement or the transactions contemplated hereby will be brought, tried and determined only in the Chosen Courts; (e) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any Legal Proceeding relating to this Voting Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsapplicable Law.

Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, however, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.38.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courts.

Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, and this Agreement and all disputes hereunder shall be governed by, the laws of the State of Delaware, without giving effect regard to any applicable principles conflicts of conflict law provision which would require the application of laws that would cause the Laws law of another State to otherwise govern any other jurisdiction. By its execution and delivery of this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties parties hereto hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of irrevocably agrees that any Action legal action or proceeding arising out of or relating to this Agreement brought by any Party; (ii) party or its successors or assigns against any other party shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any such Actionaction or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise) and (iii) that (a) the suit, that the Action action or proceeding in any such court is brought in an inconvenient forum, that (b) the venue of the Action such suit, action or proceeding is improperimproper or (c) this Agreement, or that this Agreement or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courts.

Governing Law; Consent to Jurisdiction. This Agreement and all actions, proceedings or counterclaims (whether based on Contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, with the laws of the State of Delaware, without giving effect to any applicable principles of choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of another any jurisdiction other than the State of Delaware. Each of the parties (i) irrevocably consents to otherwise govern the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any action, proceeding or counterclaim relating to the Merger, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.2 or in such other manner as may be permitted by applicable Law, and nothing in this Agreement. The Parties agree Section 9.8 will 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 properties and assets in any action, proceeding or counterclaim to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court 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 federal court within the State of Delaware) (the “Chosen Courts”) in the event that any Action seeking to enforce any provision of, dispute or based on any matter arising controversy arises out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in hereby, including the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3Merger; (iii) irrevocably waives, and agrees that it will not attempt to assert deny or defeat such personal jurisdiction by way of motion, defense, motion or otherwise, in other request for leave from any such Actioncourt; (iv) agrees that any action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt proceeding or immune from attachment or execution, that the Action is brought counterclaim arising in an inconvenient forum, that the venue of the Action is improper, or that connection with this Agreement or the transactions contemplated by hereby, including the Merger, will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such action, proceeding or counterclaim in the Chosen Courts or that such action, proceeding or counterclaim was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action, proceeding or counterclaim relating to this Agreement or the transactions contemplated hereby, including the Merger, in any court other than the Chosen Courts. Each of Parent, Merger Sub and the Company agrees that a final judgment in any action, proceeding or counterclaim in the Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsapplicable Law.

Governing Law; Consent to Jurisdiction. (a) This Agreement Limited Guaranty is made pursuant to, and shall be construed, governed by, by and construed enforced in accordance with, the laws Laws of State of Delaware (and the United States federal Law, to the extent applicable), irrespective of the principal place of business, residence or domicile of the parties hereto, and without giving effect to otherwise applicable principles of conflicts of Laws thereof. (b) Each of the parties hereto (i) consents to submit itself to the exclusive jurisdiction of the state courts of Delaware, the United States District Court for Delaware and the Court of Chancery of the State of DelawareDelaware in and for New Castle County, without giving effect to any applicable principles Delaware (or if the Court of conflict Chancery of laws that would cause the Laws State of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement Delaware or the transactions contemplated hereby (whether brought by any party or any Delaware Supreme Court determines that, notwithstanding Section 111 of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; providedDGCL, that if the Delaware Court of Chancery does not have or should not exercise subject matter jurisdiction over such Actionmatter, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware Delaware), (Complex Commercial Division); providedii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Limited Guaranty in any other court. (c) Each party acknowledges and agrees that any controversy which may arise under this Limited Guaranty is likely to involve complicated and difficult issues, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose respect of any Action litigation directly or indirectly arising out of or relating to this Agreement brought by any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement Limited Guaranty or the transactions contemplated by this Agreement may not be enforced Limited Guaranty. Each party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in or by any the event of litigation, seek to enforce the foregoing waiver; (ii) such party understands and has considered the implications of the above named courtsforegoing waiver; (iii) such party makes the foregoing waiver voluntarily; and (iv) agrees not such party has been induced to move to transfer any such Action to a court enter into this Limited Guaranty by, among other than any of things, the above-named courtsmutual waiver and certifications in this Section 12.

Governing Law; Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to any applicable principles of its conflict of laws that would cause the Laws of another State rules. All parties to otherwise govern this Agreement. The Parties Agreement hereby irrevocably and unconditionally (i) agree that any Action seeking to enforce any provision of, action or based on any matter proceeding arising out of or in connection with, with this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively brought only in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Divisionthe “Delaware Court”); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively and not in the any other state or federal courts of court in the United States of AmericaAmerica or any court in any other country, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (iii) submits consent to submit to the exclusive jurisdiction of such courts the Delaware Court for the purpose purposes of any Action action or proceeding arising out of or relating to in connection with this Agreement brought by or any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; the transactions contemplated hereby, (iii) irrevocably waivesappoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, the Company’s agent for service of process in the State of Delaware as its agent in the State of Delaware for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and agrees (v) waive, and agree not to assert by way of motion, defense, plead or otherwise, in any such Actionto make, any claim that it is not subject personally to any such action or proceeding brought in the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is Delaware Court has been brought in an improper or inconvenient forum, that the venue forum or is subject to a jury trial. A prevailing party in any action or proceeding arising out of the Action is improper, or that in connection with this Agreement or any of the transactions contemplated hereby shall be entitled to reimbursement of its attorneys’ fees and costs incurred in such action or proceeding by this Agreement may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsparty.

Governing Law; Consent to Jurisdiction. This Agreement shall be governed byTHIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, and construed in accordance withAND ALL DISPUTES BETWEEN THE PARTIES UNDER OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, the laws of the State of DelawareWHETHER IN CONTRACT, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another State to otherwise govern this AgreementTORT OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS RULES OF CONFLICT OF LAWS. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated parties hereto hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits submit to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improperstate or federal courts of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and hereby irrevocably and unconditionally waive, and agree not to assert, any defense in any action, suit or proceeding for the interpretation or enforcement of this Agreement, that they are not subject thereto or that this Agreement such action, suit or the transactions contemplated by proceeding may not be brought or is not maintainable in such courts or that this Agreement may not be enforced in or by any such courts or that their property is exempt or immune from execution, that the suit, action or proceeding is brought in an inconvenient forum, or that the venue of the above named courts; and (iv) suit, action or proceeding is improper. Each party further agrees not that service of any process, summons, notice or document by Federal Express or other overnight courier of national reputation to move such party’s respective address set forth in Section 12.5 shall be effective service of process for any Action with respect to transfer any such Action matters to a court other than any of the above-named courtswhich it has submitted to jurisdiction in this Section 12.10.

Governing Law; Consent to Jurisdiction. This Agreement Limited Guarantee shall be deemed to be made in and in all respects shall be interpreted, construed and governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware applicable to contracts executed in and to be performed therein without giving effect regard to any applicable the conflicts of law principles thereof. Each of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree parties hereto hereby irrevocably agrees that any Action seeking legal action or proceeding with respect to enforce any provision ofthis Limited Guarantee, or based on for recognition and enforcement of any matter arising out judgment in respect of or in connection with, this Agreement Limited Guarantee or the transactions contemplated hereby (whether Transaction and obligations arising hereunder brought by any other party hereto or any of its Affiliates successors or against any party or any of its Affiliates) assigns, shall be heard brought and determined exclusively in the Delaware Court of Chancery; providedChancery and any state appellate court therefrom within the State of Delaware (or, that if the Delaware Court of Chancery does not have declines to accept jurisdiction over such Actiona particular matter, such Action shall be heard and determined exclusively in the Superior Court of any state or federal court within the State of Delaware (Complex Commercial DivisionDelaware); provided, further, that if subject matter jurisdiction over the matter that is the subject . Each of the parties hereto hereby irrevocably submits with regard to any such Action is vested exclusively for itself and in respect of its property, generally and unconditionally, to the federal courts personal jurisdiction of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such aforesaid courts for the purpose of and agrees that it will not bring any Action arising out of or action relating to this Agreement brought by Limited Guarantee in any Party; (ii) agrees that service court other than the aforesaid courts. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such Actionaction or proceeding with respect to this Limited Guarantee, (a) any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason other than the failure to serve in accordance with this Section 11, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, that (ii) the venue of the such Action is improper, improper or that (iii) this Agreement Limited Guarantee or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courts.

Governing Law; Consent to Jurisdiction. (i) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of DelawareIowa applicable to contracts executed in and to be performed entirely within that state, without giving effect to regardless of the laws that might otherwise govern under any applicable principles of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter principles. (ii) All Actions arising out of or in connection with, relating to the interpretation and enforcement of the provisions of this Agreement or and in respect of the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) Transactions shall be heard and determined exclusively in the Delaware Iowa District Court of Chancery; providedfor Polk County, that or, if the Delaware Iowa District Court of Chancery does not have declines to accept jurisdiction over such Actiona particular matter, such Action shall be heard and determined exclusively in the Superior Court of any federal court within the State of Delaware (Complex Commercial Division); providedIowa, furtheror, that if subject matter jurisdiction over both the matter that is the subject of the Action is vested exclusively in Iowa District Court and the federal courts within the State of Iowa decline to accept jurisdiction over a particular matter, any other state court within the United States State of AmericaIowa, such Action shall be heard and, in the United States District Court for the District of Delawareeach case, any appellate court therefrom. Consistent with the preceding sentence, each of the Parties The parties hereby (i) submits irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Actions and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 7(g)(ii) shall not constitute general consents to service of process in the State of Iowa and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the purpose parties. Each party agrees that service of process upon such party in any Action arising out of or relating to this Agreement brought shall be effective if notice is given by any Party; (ii) agrees overnight courier at the address set forth in Section 7(b). The parties agree that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, a final judgment in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing contained in the foregoing shall restrict any of the above named courts; and (iv) agrees not party’s rights to move to transfer seek any such Action to post-judgment relief regarding, or any appeal from, a final trial court other than any of the above-named courtsjudgment.

Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any regardless of the laws that might otherwise govern under applicable principles of conflict conflicts of laws that would cause thereof, except to the Laws extent the laws of another State North Carolina or England, or both, are mandatorily applicable to otherwise govern this Agreementthe Transactions. The Parties agree Each of the parties hereto irrevocably agrees that any Action seeking to enforce any provision ofaction, suit or based on any matter proceeding arising out of or in connection with, this Agreement or any Transaction and the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) rights and obligations arising hereunder, shall be heard brought and determined exclusively in the Delaware Court of Chancery; provided, that or, if the Delaware Court of Chancery does not have declines to accept jurisdiction over such Actiona particular matter, such Action shall be heard and determined exclusively in any Federal court within the Superior State of Delaware, or, if both the Delaware Court of Chancery and the Federal courts within the State of Delaware (Complex Commercial Division); provided, further, that if subject matter decline to accept jurisdiction over a particular matter, any other state court within the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District State of Delaware, and, in each case, any appellate court therefrom. Consistent with the preceding sentenceIn addition, each of the Parties hereby parties hereto (ia) submits consents to submit itself to the exclusive personal jurisdiction of such courts for court in the purpose of event any Action arising dispute arises out of or relating to this Agreement brought by or any Party; Transaction, (iib) agrees that service of process it will be validly effected not attempt to deny or defeat such personal jurisdiction by sending notice in accordance with Section 12.3; motion or other request for leave from any such court, (iiic) irrevocably waives, and unconditionally waives (and agrees not to assert by way plead or claim) any objection to the laying of motionvenue of any action, defense, suit or otherwise, proceeding arising out of this Agreement or any Transaction in any such Actioncourt or that any such action, any claim that it is not subject personally to the jurisdiction of the above-named courtssuit, that its property is exempt or immune from attachment or execution, that the Action is proceeding brought in such court has been brought in an inconvenient forum, (d) agrees that the venue it will not bring any action, suit or proceeding arising out of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced any Transaction in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any such court and (e) agrees that each of the above-named courtsother parties will have the right to bring any action, suit or proceeding for enforcement of a judgment entered by such court. Each of Parent, BATUS, Sub and the Company agrees that a final judgment in any action, suit or proceeding by any such court will be conclusive and may be enforced in other jurisdictions by suit on the Judgment or in any other manner provided by applicable Law.

Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, with and governed by the laws of the State of Delaware, without giving effect to any applicable principles of the conflict of laws principles thereof that would cause result in the Laws application of the laws of another State jurisdiction. Each of the Parties (i) irrevocably submits itself to otherwise govern this Agreement. The Parties agree that the personal jurisdiction of any Action seeking state court sitting in Delaware, as well as to enforce the jurisdiction of all courts to which an appeal may be taken from such courts, in any provision ofsuit, action or based on any matter proceeding arising out of or in connection withrelating to this Agreement, this Agreement or any of the transactions contemplated hereby by this Agreement; (whether brought by any party ii) agrees that all claims in respect of such suit, action or any of its Affiliates or against any party or any of its Affiliates) proceeding shall be brought, heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have of the State of Delaware (provided that, in the event that subject matter jurisdiction over is unavailable in that court, then all such Action, such Action claims shall be brought, heard and determined exclusively in the Complex Commercial Litigation Division of the Delaware Superior Court of the State of Delaware (Complex Commercial Divisionin and for New Castle County); provided(iii) consents to service of process in connection with any such suit, further, action or proceeding by registered or certified mail; (iv) agrees that if subject matter it shall not attempt to deny or defeat any such jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, by motion or other request for leave from such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby court; and (iv) submits agrees not to the exclusive jurisdiction of such courts for the purpose of bring any Action action or proceeding arising out of or relating to this Agreement brought by or any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any court in any jurisdiction other than Delaware. Each of the above named courts; Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought. For the avoidance of confusion, nothing in this Agreement shall be construed as constituting a choice of applicable law or consent to jurisdiction, consent to service of process, or waiver of objection to venue in any action among the Parties that does not relate solely to the enforcement and (iv) agrees not to move to transfer any such Action to a court other than any interpretation of the above-named courtsParties’ respective rights and obligations under this Agreement.

Governing Law; Consent to Jurisdiction. 11.1. This Agreement and all disputes, claims, actions, suits, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of the Company or any Holder in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, with the laws Laws of the State of Delaware, including its statutes of limitations, without giving effect to any applicable principles of choice or conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby other rule (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, or any other jurisdiction) that if subject matter jurisdiction over would cause the matter that is the subject application of the Action is vested exclusively in Laws or statutes of limitations of any jurisdiction other than the federal courts State of Delaware. 11.2. Each party hereto (a) irrevocably consents to the service of the United States of America, such Action shall be heard in summons and complaint and any other process (whether inside or outside the United States District Court for the District of Delaware. Consistent with the preceding sentence, each territorial jurisdiction of the Parties hereby Chosen Courts) in any Legal Proceeding relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 8 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.2 will affect the right of any party hereto to serve legal process in any other manner permitted by applicable Law; (ib) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Chosen Courts in the event that any dispute or controversy arises out of this Agreement; (c) agrees that it will not attempt to deny or defeat such courts personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any Legal Proceeding arising in connection with this Agreement will be brought, tried and determined only in the purpose Chosen Courts; (e) waives any objection that it may now or hereafter have to the venue of any Action arising out of such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any Legal Proceeding relating to this Agreement brought by in any Party; (ii) court other than the Chosen Courts. Each party hereto agrees that service of process a final judgment in any Legal Proceeding in the Chosen Courts will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, conclusive and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsapplicable Law.

Governing Law; Consent to Jurisdiction. This Agreement and all claims or causes of action (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect to any applicable principles of choice or conflict of laws law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the Laws application of another the laws of any jurisdiction other than the State to otherwise govern this Agreementof Delaware. The Parties agree In addition, each of the parties hereto irrevocably agrees that any Action seeking legal action or proceeding with respect to enforce any provision ofthis Agreement and the rights and obligations arising hereunder, or based on for recognition and enforcement of any matter arising out judgment in respect of or in connection with, this Agreement or and the transactions contemplated hereby (whether rights and obligations arising hereunder brought by any an party hereto or any of its Affiliates successors or against any party or any of its Affiliates) assigns, shall be heard brought and determined exclusively in the Delaware Court of Chancery; provided, that or, if the Delaware Court of Chancery does not have declines to accept jurisdiction over such Actiona particular matter, such Action shall be heard and determined exclusively in any federal court within the Superior State of Delaware, or, if both the Delaware Court of Chancery and the federal courts within the State of Delaware (Complex Commercial Division); provided, further, that if subject matter decline to accept jurisdiction over a particular matter, any other state court within the matter that is the subject State of Delaware, and, in each case, any appellate court therefrom. Each of the Action is vested exclusively parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the federal courts personal jurisdiction of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such aforesaid courts for the purpose of and agrees that it will not bring any Action arising out of or action relating to this Agreement brought or any of the transactions contemplated by this Agreement in any Party; (ii) agrees that service court other than the aforesaid courts. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably waives, and agrees not to assert by way of motion, as a defense, counterclaim or otherwise, in any such Actionaction or proceeding with respect to this Agreement, (i) any claim that it is not personally subject personally to the jurisdiction of the above-above named courtscourts for any reason other than the failure to serve in accordance with this Section 3.9, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (x) the Action suit, action or proceeding in such court is brought in an inconvenient forum, that (y) the venue of the Action such suit, action or proceeding is improperimproper or (z) this Agreement, or that this Agreement or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by any such courts. Each of the above named courts; and (iv) parties hereto agrees not to move to transfer that service of process upon such party in any such Action to action or proceeding shall be effective if such process is given as a court other than any of the above-named courtsnotice in accordance with Section 3.1.

Governing Law; Consent to Jurisdiction. 11.7.1 This Agreement shall will be governed by, and construed in accordance with, the laws Law of the State of Delaware, Delaware without giving effect regard to any applicable principles of choice or conflict of laws Laws that would cause the Laws application of another State the laws of any other jurisdiction. Each of the Parties hereby (a) irrevocably consents and agrees, subject to otherwise govern this Agreement. The Parties agree Section 3.2, that it shall bring any Action seeking with respect to enforce any provision of, or based on any matter arising out of under or in connection with, relating to this Agreement or any Ancillary Agreement or the transactions contemplated hereby (whether brought by any party subject matter hereof or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively thereof in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Divisionor if jurisdiction is not available in such court, then in any state or federal court located in the State of Delaware); provided(b) irrevocably accepts and submits, furtherfor itself and in respect of its properties, that if subject matter to the jurisdiction over the matter that is the subject of the Action Court of Chancery of the State of Delaware (or if jurisdiction is vested exclusively not available in such court, then in any state or federal court located in the federal courts State of Delaware), in personam, generally and unconditionally, with respect to any such Action; (c) irrevocably consents to the service of process in any such Action in any such court by the mailing of a copy thereof by registered or certified mail, postage prepaid, to such party at the address specified in Section 11.2 for notices to such Party; and (d) irrevocably and unconditionally waives any objection or defense which it may now or hereafter have to the laying of venue to any such Action in the Court of Chancery of the United States State of AmericaDelaware (or if jurisdiction is not available in such court, then in any federal court located in the State of Delaware) and hereby irrevocably and unconditionally waives and agrees not to plead or claim that any such Action shall brought in such court has been brought in an inconvenient forum. In addition to or in lieu of any such service, service of process may also be heard made in any other manner permitted by applicable Law. 11.7.2 Notwithstanding anything in this Agreement to the United States District Court for the District of Delaware. Consistent with the preceding sentencecontrary, each of the Parties hereby acknowledges and irrevocably agrees (i) that any action, suit or proceeding, whether at law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources arising out of, or relating to, the Debt Financing, the Debt Commitment Letter, or the performance of services thereunder or related will be subject to the exclusive jurisdiction of any state or federal court sitting in the State of New York in the borough of Manhattan and any appellate court thereof, and each Party hereto submits for itself and its property with respect to any such action, suit or proceeding to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Partycourt; (ii) agrees that service not to bring or permit any of process will be validly effected by sending notice their Affiliates to bring or support anyone else in accordance with Section 12.3bringing any such action, suit or proceeding in any other court; (iii) irrevocably waivesthat service of process, and agrees not summons, notice or document by registered mail addressed to assert by way them at their respective addresses provided in the Debt Commitment Letter will be effective service of motionprocess against them for any such action, defense, suit or otherwise, proceeding brought in any such Actioncourt; (iv) to waive and hereby waive, to the fullest extent permitted by applicable Law, any claim that it is not subject personally objection which any of them may now or hereafter have to the jurisdiction laying of venue of, and the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in defense of an inconvenient forumforum to the maintenance of, that the venue of the Action is improperany such action, suit or that this Agreement or the transactions contemplated by this Agreement may not be enforced proceeding in or by any of the above named courtssuch court; and (ivv) agrees not to move to transfer any such Action to a court other than any action, suit or proceeding will be governed and construed in accordance with the Laws of the above-named courtsState of New York.

Governing Law; Consent to Jurisdiction. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws law of the State of Delaware, New York (without giving effect to any applicable principles of its conflict of laws that would cause principles (except Section 5-1401 of the Laws New York General Obligations Law). By execution and delivery of another State to otherwise govern this Agreement. The Parties agree that , each party hereto irrevocably and unconditionally: (a) submits for itself and its Property in any Action seeking to enforce any provision of, legal action or based on any matter proceeding against it arising out of or in connection with, with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the transactions contemplated hereby non-exclusive general jurisdiction of (whether brought by any party or any of its Affiliates or against any party or any of its Affiliatesi) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard America in the United States District Court and for the Southern District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any PartyNew York; (ii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found; and (iii) appellate courts from any of the foregoing; (b) consents that any such action or proceeding may be brought in or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the venue of any 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; (c) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Actionaction or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), any claim postage prepaid, to such party at its address set forth in Section 7.13 or at such other address that it is not subject personally shall notify the other parties hereunder; (d) agrees that nothing herein shall (i) affect the right of any party hereto to effect service of process in any other manner permitted by law or (ii) limit the right of any party hereto to commence proceedings against or otherwise sxx another party or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the jurisdiction of extent, permitted by the above-named courts, Applicable Laws; and (e) agrees that its property is exempt judgment against it in any such action or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement proceeding shall be conclusive and may not be enforced in any other jurisdiction within or without the U.S. by any suit on the judgment or otherwise as provided by law, a certified or exemplified copy of which judgment shall be conclusive evidence of the above named courts; fact and (iv) agrees not to move to transfer any such Action to a court other than any amount of the above-named courtsDarling’s obligation.

Governing Law; Consent to Jurisdiction. This Agreement Agreement, any other agreements and any other closing documents shall be governed by, by and construed in accordance with, with the laws domestic Laws of the State of Delaware, without giving effect to any applicable principles choice of law or conflict of laws law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of another any jurisdiction other than the State of Delaware. Each of the Parties hereto hereby submits to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out the exclusive jurisdiction of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such Actionaction or proceeding, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided) or, further, that if subject matter jurisdiction over the matter that is the subject of the Action action or proceeding is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). Consistent with the preceding sentenceIn addition, each of the Parties hereby parties irrevocably (ia) submits itself to the exclusive jurisdiction of such courts the Chosen Courts for the purpose of any Action litigation directly or indirectly based upon, relating to or arising out of this Agreement or any of the transactions contemplated hereby (including the Merger) or the negotiation, execution or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement brought by or the transactions contemplated hereby (including the Merger) in any Party; (ii) agrees that service court other than the Chosen Courts. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such Actionlitigation with respect to this Agreement, (x) any claim that it is not personally subject personally to the jurisdiction of the above-named courtsChosen Courts for any reason other than the failure to serve in accordance with this Section 10.9, (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the Action suit, action or proceeding in such court is brought in an inconvenient forum, that (ii) the venue of the Action such suit, action or proceeding is improperimproper or (iii) this Agreement, or that the subject matter of this Agreement or the transactions contemplated by this Agreement Agreement, may not be enforced in or by any such courts. Each of the above named courts; parties hereby irrevocably consents to service being made through the notice procedures set forth in Section 10.3 and (iv) agrees not that service of any process, summons, notice or document by personal delivery to move the respective addresses set forth in Section 10.3 shall be effective service of process for any litigation in connection with this Agreement or the Transactions. Nothing in this Section 10.9 shall affect the right of any party to transfer serve legal process in any such Action to a court other than any of the above-named courtsmanner permitted by Law.

Governing Law; Consent to Jurisdiction. (i) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any applicable the principles of conflict conflicts of laws that would cause law. Each of the Laws parties hereto hereby irrevocably and unconditionally consents to submit to the non-exclusive jurisdiction of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court courts of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts New York and of the United States of America, such Action shall be heard in each case located in the United States District Court County of New York, for the District of Delaware. Consistent with the preceding sentenceany action, each of the Parties hereby proceeding or investigation in any court or before any governmental authority (i"Litigation") submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service and the transactions contemplated hereby. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such ActionLitigation, the defense of sovereign immunity, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsaforesaid courts for any reason other than the failure to serve process in accordance with this Section 6(k), that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise), and to the fullest extent permitted by applicable law, that the Action Litigation in any such court is brought in an inconvenient forum, that the venue of the Action such Litigation is improper, or that this Agreement Agreement, or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fettxx xx delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) BNP hereby irrevocably designates French American Banking Corporation (in such capacity, the "Process Agent"), with an office at 200 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, xx its designee, appointee and agent to receive, for and on its behalf service of process in such jurisdiction in any Litigation arising out of or relating to this Agreement and such service shall be deemed complete upon delivery thereof to the Process Agent; provided that in the case of any such service upon the Process Agent, the party effecting such service shall also deliver a copy thereof to BNP in the manner provided in Section 6(f). Each of the Company and BNP further irrevocably consents to the service of process out of any of the above named courts; and (iv) agrees not to move to transfer aforementioned courts in any such Action Litigation by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. BNP expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and of the United States of America; provided that BNP's consent to jurisdiction and service contained in this Section 6(k) is solely for the purpose referred to in this Section 6(k) and shall not be deemed to be a court general submission to said courts or in the State of New York other than any of for such purpose. If the above-named courtsProcess Agent shall cease to act, BNP covenants that it shall appoint without delay another such agent reasonably satisfactory to the Company.

Governing Law; Consent to Jurisdiction. (a) This Agreement and all matters arising out of or relating hereto, including its validity, construction and interpretation, shall be governed by, and construed in accordance with, by the laws of the State of Delaware, without giving effect regard to any applicable principles of the laws as to choice or conflict of laws that would cause the Laws of another State laws. (b) Each party to otherwise govern this Agreement. The Parties agree that , by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction and venue of the applicable state and Federal courts of competent jurisdiction located in the State of Delaware, and any Action seeking to enforce appellate court therefrom, for the purpose of any provision ofaction, claim, cause of action or based on any matter suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or related to this Agreement or the agreements delivered in connection with, this Agreement herewith or the transactions contemplated hereby (whether brought by any party or any of its Affiliates thereby or against any party for recognition or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose enforcement of any Action arising out of or judgment relating to this Agreement brought by any Party; thereto, (ii) agrees that service of process will be validly effected to the extent not prohibited by sending notice in accordance with Section 12.3; (iii) irrevocably waivesApplicable Law, hereby waives and agrees not to assert by way of motion, defense, as a defense or otherwise, in any such Actionaction, any claim claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation that it is not subject personally to the personal jurisdiction of the above-named courts, that its property is exempt or immune from attachment or executionexecution by reason of a lack of personal jurisdiction, that the Action is any such proceeding brought in an inconvenient forum, that the venue one of the Action above-named courts is improperimproper by reason of a lack of personal jurisdiction or venue, or that this Agreement or the transactions contemplated by this Agreement subject matter hereof may not be enforced in or by any such court by reason of the above named courts; a lack of personal jurisdiction or improper venue, and (iviii) hereby agrees not to move commence any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or related to transfer any such Action to a court this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby other than any before one of the above-named courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts. Each party hereby consents to and accepts service of process in any such proceeding in any manner permitted by Delaware law or if served by registered mail addressed to it at its address provided in Section 10.5. Each party agrees that a final judgment in any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. (c) Notwithstanding the foregoing and without limiting Section 10.13, each party to this Agreement agrees that it will not bring or support any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, including any dispute arising out of the Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under Applicable Law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York, County of New York (and of the appropriate appellate courts therefrom).

Governing Law; Consent to Jurisdiction. (a) This Agreement and the transactions contemplated hereby, and all disputes between the Parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware applicable to contracts executed in and to be performed entirely within such State, without regard to conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware. Each of the Parties to this Agreement hereby irrevocably and unconditionally submits, without giving effect for itself and its assets and properties, to the exclusive jurisdiction of any applicable principles of conflict of laws that would cause the Laws of another Delaware State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision ofcourt, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts Federal court of the United States of America, such Action shall be heard in sitting within the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of and any appellate court from any thereof, in any Action arising out of or relating to this Agreement, the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the Parties to this Agreement brought by hereby irrevocably and unconditionally (i) agrees not to commence any Partysuch Action except in such courts; (ii) agrees that service any claim in respect of process will any such Action may be validly effected heard and determined in such Delaware State court or, to the extent permitted by sending notice Law, in accordance with Section 12.3such Federal court; (iii) irrevocably waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assert by way the laying of motion, defense, or otherwise, venue of any such Action in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt Delaware State or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courtsFederal court; and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such Delaware State or Federal court. Each of the Parties to this Agreement hereby agrees not to move to transfer that a final judgment in any such Action to a court shall be conclusive and may be enforced in other than jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the above-named courtsParties to this Agreement hereby irrevocably consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement shall affect the right of any Party to this Agreement to serve process in any other manner permitted by applicable Law. (b) Buyer Parent hereby irrevocably designates, appoints, authorizes and empowers as agent for service of process, Parent, to accept, for and on behalf of Buyer Parent, service of any and all process, notices or other documents that may be served in any Action relating hereto in any Delaware State or Federal court sitting in the State of Delaware.

Governing Law; Consent to Jurisdiction. This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by, and construed in accordance with, the laws of the State of DelawareDelaware applicable to contracts executed in and to be performed entirely within such State, without giving effect regard to any applicable principles of conflict of laws law principles that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively result in the Delaware Court application of Chancery; provided, that if any law other than the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court law of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject Delaware. Each of the Action is vested exclusively in parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its assets and properties, to the federal courts exclusive jurisdiction of any California State court, or Federal court of the United States of America, such Action shall be heard in sitting within the United States District Court for the District City and County of Delaware. Consistent with the preceding sentence, each San Francisco of the Parties hereby (i) submits to the exclusive jurisdiction State of such courts for the purpose of California, and any Action appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties to this Agreement brought by hereby irrevocably and unconditionally (i) agrees not to commence any Partysuch action or proceeding except in such courts; (ii) agrees that service any claim in respect of process will any such action or proceeding may be validly effected heard and determined in such California State court or, to the extent permitted by sending notice Law, in accordance with Section 12.3such Federal court; (iii) irrevocably waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assert by way the laying of motion, defense, venue of any such action or otherwise, proceeding in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt California State or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courtsFederal court; and (iv) agrees not waives, to move the fullest extent permitted by Law, the defense of an inconvenient forum to transfer the maintenance of such action or proceeding in any such Action to a court other than any California State or Federal court. Each of the above-named courtsparties to this Agreement 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. Each of the parties to this Agreement hereby irrevocably consents to service of process in the manner provided for notices in Section 10.5. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws internal Laws of the State of Delaware without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware. (b) Each of the parties hereto (i) consents to submit itself to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery and the Delaware Supreme Court (or, without giving effect if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any state court within the State of Delaware) (the “Applicable Courts”) with respect to any applicable principles of conflict of laws that would cause the Laws of another State Action (whether at law, in equity, in contract, in tort or otherwise) relating to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or any of the transactions contemplated hereby hereby, (ii) agrees that it will not, directly or indirectly, attempt to defeat or deny such personal jurisdiction or venue by motion or otherwise, (iii) agrees that it will not, and it will cause its Affiliates, as applicable, not to, bring or support any such Action in any court other than the Applicable Courts, (iv) irrevocably agrees that any such Action (whether brought by any party at law, in equity, in contract, in tort or any of its Affiliates or against any party or any of its Affiliatesotherwise) shall be heard and determined exclusively in the Delaware Court Applicable Courts, (v) agrees to service of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over process in any such Action, such Action shall be heard and determined exclusively action in the Superior Court manner set forth in Section 10.2 and in any other manner prescribed by the Laws of the State of Delaware Delaware. (Complex Commercial Division); providedc) In the event of a dispute between the parties as to whether any particular asset, furtherservice, that if subject matter jurisdiction over the matter that property, goodwill, Intellectual Property, datum or right is the subject or should be a Business Asset, a Transferred Asset or otherwise an asset of the Action Seller Parties (other than the Company and the Continuing Subsidiaries) and such dispute is vested exclusively submitted for resolution to an Applicable Court, the parties shall mutually request that the Applicable Court consider the totality of relevant circumstances in resolving such dispute, including, without limitation, the federal courts extent to which any such asset, service, property, goodwill, Intellectual Property, datum or right was used in or by, attributable to, conducted by, created by or as a result of, or otherwise was more directly connected to, the contracts, financial statements and reports, facility locations, employees and officers, the aggregate activities conducted by such employees and officers with respect to, and other relevant attributes of, as applicable, the activities of Condition Management, Case Management, Wellbeing, Wellness, Women’s and Children’s, and the activities described in clause (f) of the United States definition of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence“Business”, each of them considered as a whole, on the one hand, and the activities of Alere Connect, Alere Analytics, Standing Stone, Ionian Technologies, Alere Informatics, Alere Home Monitoring, and the other businesses of the Seller Parties hereby (i) submits other than the Company and the Continuing Subsidiaries), each of them considered as a whole, on the other hand, but in all cases notwithstanding which legal entity had title to (or, to the exclusive jurisdiction extent the concept of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it title is not subject personally to applicable, the jurisdiction of the above-named courtsright and interest in) such asset, that its property is exempt service, property, goodwill, Intellectual Property, datum or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsright.

Governing Law; Consent to Jurisdiction. (a) This Agreement shall be governed byin all respects, including as to validity, interpretation and construed in accordance witheffect, by the laws Laws of the State of DelawareNew York (except to the extent that mandatory provisions of the Laws of the State of Delaware govern), without giving effect to any applicable its principles or rules of conflict of laws that laws, to the extent such principles or rules are not mandatorily applicable by statute and would cause permit or require the application of the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby jurisdiction. (whether brought by any party or any of its Affiliates or against any party or any of its Affiliatesb) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each Each of the Parties hereby (i) hereto submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City of New York, in any suit, claim, demand, action, proceeding or cause of action arising out of or relating to this Agreement, agrees that all claims under any theory of liability in respect of such courts for the purpose suit, claim, demand, action, proceeding or cause of action may and shall be heard and determined in any Action such court and agrees not to bring any suit, claim, demand, action, proceeding or cause of action arising out of or relating to this Agreement in any other court. Each Party irrevocably and unconditionally waives any defense of inconvenient forum or any other objection to the maintenance of any suit, claim, demand, action, proceeding or cause of action so brought by and waives any Party; (ii) bond, surety or other security that might be required of any other Party with respect thereto. Each Party agrees that service of summons and complaint or any other process will that might be validly effected served in any suit, claim, demand, action, proceeding or cause of action may be made on such Party, and shall be effective service of process for any such suit, claim, demand, action, proceeding or cause of action, by sending notice or delivering a copy of any such process to the Party to be served at the address of the Party and in accordance with the manner provided for the giving of notices in Section 12.3; (iii) irrevocably waives10.7. Nothing in this Section 10.11, and agrees not however, shall affect the right of any Party to assert by way of motion, defense, or otherwise, serve legal process in any such Actionother manner permitted by Law. Each Party agrees that a final, non-appealable judgment in any claim that it is not subject personally to the jurisdiction suit, claim, demand, action, proceeding or cause of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is action so brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement shall be conclusive and may not be enforced by suit on the judgment or in or any other manner provided by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsLaw.

Governing Law; Consent to Jurisdiction. Waiver of Trial by ---------------------------------------------------------- Jury. ---- (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in Contract, tort or otherwise, shall be governed by, by and construed in accordance with, with the laws Laws of the State of Delaware, without giving effect applicable to contracts executed in and to be performed entirely within the State, except that the provisions of the WBCA shall govern the Merger. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any applicable principles of conflict of laws that would cause the Laws of another Delaware State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision ofcourt, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts Federal court of the United States of America, such Action shall be heard sitting in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of and any Action appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement brought by any Party; (ii) agrees that service of process will be validly effected by sending notice or the agreements delivered in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement connection herewith or the transactions contemplated by this Agreement may not be enforced in hereby or by thereby or for recognition or enforcement of any judgment relating thereto, and each of the above named courts; parties hereby irrevocably and unconditionally (iva) agrees not to move to transfer commence any such Action action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to a court other than the extent permitted by Law, in such Federal court, (c) 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 Delaware State or Federal court, and (d) 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 Delaware State or Federal court. Each of the above-named courtsparties 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. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.2. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by Law. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11(c).

Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, all respects by the laws of the State of Delaware, Delaware (without giving effect reference to the conflicts of law provisions thereof). Each of the Company and the Investor agrees that it shall bring any applicable principles action or proceeding in respect of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter claim arising out of or in connection with, related to this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent Delaware or any Delaware State court sitting in New Castle County (the “Chosen Courts”), and solely in connection with the preceding sentence, each of the Parties hereby claims arising under this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such courts for action or proceeding in the purpose Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any Action such action or proceeding shall be effective if notice is given in accordance with Section 9.4 of this Agreement. Each party agrees that a final judgment in any lawsuit, action or other proceeding arising out of or relating to this Agreement brought in the courts referred to in the first sentence of this Section 9.1 shall be conclusive and binding upon each of the parties hereto and may be enforced in any other courts the jurisdiction of which each of the parties is or may be subject, by suit upon such judgment. Each party hereto irrevocably waives any Party; and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement. Each party (iia) agrees certifies that service no representative, agent or attorney of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waivesany other party has represented, and agrees not to assert by way of motion, defense, expressly or otherwise, that such party would not, in any such Actionthe event of litigation, any claim seek to enforce the foregoing waiver and (b) acknowledges that it is not subject personally and the other party have been induced to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that enter into this Agreement or by, among other things, the transactions contemplated by mutual waivers and certifications set forth in this Agreement may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsSection 9.1.

Governing Law; Consent to Jurisdiction. (a) This Agreement and all matters arising out of or relating hereto, including its validity, construction and interpretation, shall be governed by, and construed in accordance with, by the laws of the State of Delaware, without giving effect regard to any applicable principles of the laws as to choice or conflict of laws that would cause the Laws of another State laws. (b) Each party to otherwise govern this Agreement. The Parties agree that , by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction and venue of the Court of Chancery in the State of Delaware (or if such court finds it lacks subject matter jurisdiction, the federal or other state courts) located in Wilmington, Delaware, and any Action seeking to enforce appellate court therefrom, for the purpose of any provision ofaction, claim, cause of action or based on any matter suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or related to this Agreement or the agreements delivered in connection with, this Agreement herewith or the transactions contemplated hereby (whether brought by any party or any of its Affiliates thereby or against any party for recognition or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose enforcement of any Action arising out of or judgment relating to this Agreement brought by any Party; thereto, (ii) agrees that service of process will be validly effected to the extent not prohibited by sending notice in accordance with Section 12.3; (iii) irrevocably waivesApplicable Law, hereby waives and agrees not to assert by way of motion, defense, as a defense or otherwise, in any such Actionaction, any claim claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation that it is not subject personally to the personal jurisdiction of the above-named courts, that its property is exempt or immune from attachment or executionexecution by reason of a lack of personal jurisdiction, that the Action is any such proceeding brought in an inconvenient forum, that the venue one of the Action above-named courts is improperimproper by reason of a lack of personal jurisdiction or venue, or that this Agreement or the transactions contemplated by this Agreement subject matter hereof may not be enforced in or by any such court by reason of the above named courts; a lack of personal jurisdiction or improper venue, and (iviii) hereby agrees not to move commence any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or related to transfer any such Action to a court this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby other than any before one of the above-named courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts. Each party hereby consents to and accepts service of process in any such proceeding in any manner permitted by Delaware law or if served by registered mail addressed to it at its address provided in Section 6.2. Each party agrees that a final judgment in any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law.

Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect to any regardless of the laws that might otherwise govern under applicable principles of conflict conflicts of laws that would cause law thereof. Each of the Laws parties hereto (i) irrevocably consents to the service of another State the summons and complaint and any other process in any action or proceeding relating to otherwise govern the transactions contemplated by this Agreement. The Parties agree , for and on behalf of itself or any of its properties or assets, and nothing herein 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 properties and assets in any action or proceeding to the exclusive general jurisdiction of the 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof, (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) agrees that any Action seeking to enforce any provision of, actions or based on any matter proceedings arising out of or in connection with, with this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard brought, tried and determined exclusively only in the Delaware Court of Chancery; providedChancery (or, that only if the Delaware Court of Chancery does not have declines to accept jurisdiction over such Actiona particular matter, such Action shall be heard and determined exclusively in the Superior Court of any federal court within the State of Delaware Delaware) (Complex Commercial Divisionthe “Chosen Courts”); provided, further, (v) waives any objection that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits it may now or hereafter have to the exclusive jurisdiction of such courts for the purpose venue of any Action arising out of such action or relating to this Agreement proceeding in any such court or that such action or proceeding was brought by any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, an inconvenient court and agrees not to assert by way of motion, defense, plead or otherwise, in any such Action, any claim the same and (vi) agrees that it is will not subject personally bring any action relating to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement hereby in any court other than the aforesaid courts. Each party agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsapplicable law.

Governing Law; Consent to Jurisdiction. (i) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any applicable the principles of conflict conflicts of laws that would cause law. Each of the Laws parties hereto hereby irrevocably and unconditionally consents to submit to the non-exclusive jurisdiction of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court courts of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts New York and of the United States of America, such Action shall be heard in each case located in the United States District Court County of New York, for the District of Delaware. Consistent with the preceding sentenceany action, each of the Parties hereby proceeding or investigation in any court or before any governmental authority (i"Litigation") submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service and the transactions contemplated hereby. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such ActionLitigation, the defense of sovereign immunity, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsaforesaid courts for any reason other than the failure to serve process in accordance with this Section 6(k), that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise), and to the fullest extent permitted by applicable law, that the Action Litigation in any such court is brought in an inconvenient forum, that the venue of the Action such Litigation is improper, or that this Agreement Agreement, or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fettxx xx delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) BNP hereby irrevocably designates French American Banking Corporation (in such capacity, the "Process Agent"), with an office at 200 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, xx its designee, appointee and agent to receive, for and on its behalf service of process in such jurisdiction in any Litigation arising out of or relating to this Agreement and such service shall be deemed complete upon delivery thereof to the Process Agent; provided that in the case of any such service upon the Process Agent, the party effecting such service shall also deliver a copy thereof to BNP in the manner provided in Section 6(f). Each of the Company and BNP further irrevocably consents to the service of process out of any of the above named courts; and (iv) agrees not to move to transfer aforementioned courts in any such Action Litigation by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. BNP expressly acknowledges that the foregoing waiver is intended to be 13 14 irrevocable under the laws of the State of Delaware and of the United States of America; provided that BNP's consent to jurisdiction and service contained in this Section 6(k) is solely for the purpose referred to in this Section 6(k) and shall not be deemed to be a court general submission to said courts or in the State of New York other than any of for such purpose. If the above-named courtsProcess Agent shall cease to act, BNP covenants that it shall appoint without delay another such agent reasonably satisfactory to the Company.

Governing Law; Consent to Jurisdiction. (a) This Agreement is made pursuant to, and shall be construed, governed by, by and construed enforced in accordance with, the laws Laws of State of Delaware (and the United States federal Law, to the extent applicable), irrespective of the principal place of business, residence or domicile of the parties hereto, and without giving effect to otherwise applicable principles of conflicts of Laws thereof. (b) Each of the parties hereto (i) consents to submit itself to the exclusive jurisdiction of the state courts of Delaware, the United States District Court for Delaware and the Court of Chancery of the State of DelawareDelaware in and for New Castle County, without giving effect to any applicable principles Delaware (or if the Court of conflict Chancery of laws that would cause the Laws State of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement Delaware or the transactions contemplated hereby (whether brought by any party or any Delaware Supreme Court determines that, notwithstanding Section 111 of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; providedDGCL, that if the Delaware Court of Chancery does not have or should not exercise subject matter jurisdiction over such Actionmatter, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial DivisionDelaware); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service of process it will be validly effected not attempt to deny or defeat such personal jurisdiction by sending notice in accordance with Section 12.3; motion or other request for leave from any such court and (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is will not subject personally bring any action relating to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement in any other court. (c) Each party acknowledges and agrees that any controversy which may not be enforced arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver; (ii) such party understands and has considered the implications of the above named courtsforegoing waiver; (iii) such party makes the foregoing waiver voluntarily; and (iv) agrees not such party has been induced to move to transfer any such Action to a court enter into this Agreement by, among other than any of things, the above-named courtsmutual waiver and certifications in this Section 9.07.

Governing Law; Consent to Jurisdiction. This Agreement shall be governed byTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, and construed CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Except as provided in accordance withSection 8.16, the laws of the State of Delawareall disputes, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, claims or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of any Action controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement brought or the Transactions shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its rules of conflict of laws. Each of the parties hereto (a) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or to the extent such court does not have subject matter jurisdiction, any Party; state or federal courts located in the State of Delaware (iiand the appellate courts therefrom) in the event any dispute arises out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that service of process it will be validly effected not attempt to deny or defeat such personal jurisdiction by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not motion or other request for leave from such courts or to assert by way of motionthat such action, defense, suit or otherwise, in any such Action, any claim that it proceeding may not be brought or is not subject personally to the jurisdiction of the above-named courts, that its property is exempt maintainable in said courts or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, thereof may not be appropriate or that this Agreement or the transactions contemplated by this Agreement any such document may not be enforced in or by such courts, and (c) agrees that it will not bring any action relating to this Agreement or any of the above named courts; and (iv) agrees not to move to transfer transactions contemplated by this Agreement in any such Action to a court other than any the Court of Chancery of the above-named courtsState of Delaware or if, and only if, such court lacks subject matter jurisdiction, any state or federal courts located in the State of Delaware. Parent and Merger Sub agree that service of any process, summons, notice or document by registered or certified mail to the address set forth in Section 8.2 shall be effective service of process for any action, suit or proceeding brought against Parent or Merger Sub by the Company or any Indemnified Person in the Court of Chancery of the State of Delaware or if, and only if, such court lacks subject matter jurisdiction, any state or federal courts located in the State of Delaware, and Parent and Merger Sub further waive any argument that such service is sufficient.

Governing Law; Consent to Jurisdiction. This Agreement shall will be governed by, and construed in accordance with, the laws Laws of the State of Delaware without regard to any choice or conflict of Laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than those of the State of Delaware. Each of the Parties hereby irrevocably consents and agrees that it will only bring any action, without giving effect suit or proceeding with respect to any applicable principles of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of under or in connection with, relating to this Agreement or the transactions contemplated hereby (whether brought by any party subject matter of this Agreement or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively the transactions contemplated by this Agreement in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); providedor if jurisdiction is not available in such court, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard then in the United States District Court for the District of Delaware or, if jurisdiction is not available in such court, then in the Superior Court of the State of Delaware. Consistent ) (together with the preceding sentenceappellate courts having jurisdiction of appeals in such courts, each the “Chosen Courts”). Each of the Parties hereby (i) submits irrevocably accepts and submits, for itself and in respect of its properties, to the exclusive personal jurisdiction of the Chosen Courts, generally and unconditionally, with respect to any such courts for action, suit, or proceeding. Each of the purpose of any Action arising out of or relating Parties hereby irrevocably consents to this Agreement brought by any Party; (ii) agrees that the service of process will in any such action, suit, or proceeding in any such court by the mailing of a copy thereof by registered or certified mail, postage prepaid, to such Party at the address specified in Section 9.1 for notices to such Party. In addition to or in lieu of any such service, service of process may also be validly effected made in any other manner permitted by sending notice applicable Law. Each of the Parties hereby irrevocably and unconditionally waives any objection or defense that it may now or hereafter have to the laying of venue to any such action, suit, or proceeding in accordance with Section 12.3; (iii) the Chosen Courts, and hereby irrevocably waives, and unconditionally waives and agrees not to assert by way of motionplead or claim that any such action, defensesuit, or otherwise, proceeding brought in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is Chosen Courts has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courts.

Governing Law; Consent to Jurisdiction. (a) This Agreement and all proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any applicable principles of choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of another any jurisdiction other than the State of Delaware. (b) Each of the parties hereto hereby (i) expressly and irrevocably submits to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision ofthe exclusive personal jurisdiction of the state courts of the State of Delaware, or based on any matter arising federal court sitting in the State of Delaware, in the event any dispute arises out of this Agreement or in connection withthe transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby (whether brought by in any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in court other than the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court state courts of the State of Delaware (Complex Commercial Division); providedDelaware, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively or any federal court sitting in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties hereby (iiv) submits waives, to the exclusive jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of such courts for the purpose venue of any Action proceeding arising out of or relating to this Agreement brought by any Party; and (iiv) agrees that each of the other parties shall have the right to bring any proceeding for enforcement of a judgment entered by the state courts of the State of Delaware or any federal court sitting in the State of Delaware. Each of Parent, Merger Sub and the Company agrees that a final judgment in any proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (c) Each party irrevocably consents to the service of process will be validly effected by sending notice outside the territorial jurisdiction of the courts referred to in accordance with Section 12.3; (iii10.09(b) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Actionproceeding by mailing copies thereof by registered or certified United States mail, any claim that it is not subject personally postage prepaid, return receipt requested, to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced address as specified in or pursuant to Section 10.03. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtslegally available method.

Governing Law; Consent to Jurisdiction. (a) This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by, and construed construed, interpreted and enforced in accordance with, the laws Laws of the State of Delaware, without giving effect regard to any applicable principles of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision ofprinciples. (b) Any legal action, suit or based on any matter proceeding arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware or, in the event (Complex Commercial Division); provided, further, but only in the event) that if such court does not have subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively such action or proceeding, in the federal courts of the United States of America, such Action shall be heard America located in the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties Each party hereto hereby irrevocably (i) submits to the exclusive jurisdiction of such the Court of Chancery of the State of Delaware or federal courts for of the purpose United States of America located in the State of Delaware in respect of any Action legal action, suit or proceeding arising out of or relating to this Agreement brought by any Party; and (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motionassert, defense, or otherwise, as a defense in any such Actionaction, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named such courts, that its property is exempt or immune from attachment or execution, that the Action action, suit or proceeding is brought in an inconvenient forum, that the venue of the Action action, suit or proceeding is improper, improper or that this Agreement or the transactions contemplated by this Agreement hereby may not be enforced in or by such courts. (c) Each party hereto agrees that notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement shall be properly served or delivered if delivered in the above named courts; manner contemplated by Section 10. (d) The consents to jurisdiction set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and (iv) agrees shall have no effect for any purpose except as provided in this Section 14 and shall not be deemed to move to transfer confer rights on any Person other than the parties hereto. The parties hereto agree that a final judgment in any such Action to a court action or proceeding shall be conclusive and may be enforced in other than jurisdictions by suit on the judgment or in any of the above-named courtsother manner provided by applicable law.

Governing Law; Consent to Jurisdiction. (a) This Agreement, and any and all claims arising directly or indirectly out of or otherwise concerning this Agreement (whether based in contract, tort or otherwise) shall be governed by, and construed and enforced in accordance with, the laws Laws of the State of Delaware, Delaware (without giving effect regard to any applicable principles of conflict choice or conflicts of laws principles, whether of the State of Delaware or any other jurisdiction, that would cause might direct the Laws application of another State substantive Law to otherwise govern this Agreement. The Parties agree that ). (b) With respect to any Action seeking to enforce any provision of, and all Actions arising directly or based on any matter arising indirectly out of or in connection with, otherwise relating to this Agreement or the transactions contemplated hereby Transactions, each of the Parties: (whether brought by any party or any of its Affiliates or against any party or any of its Affiliatesi) shall be heard irrevocably and determined exclusively in unconditionally submits and consents to the Delaware Court of Chancery; provided, that if exclusive jurisdiction of: (A) the Delaware Court of Chancery does not have jurisdiction over of the State of Delaware or, if such ActionCourt of Chancery lacks subject matter jurisdiction, such Action shall be heard and determined exclusively in the Complex Commercial Division of the Superior Court of the State of Delaware or (Complex Commercial Division); provided, further, B) in the event that if subject matter an Action involves claims exclusively within the jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of Americacourts, such Action shall be heard in the United States District Court for the District of Delaware. Consistent Delaware (all such courts, collectively, the “Chosen Courts”), for itself and with the preceding sentence, each of the Parties hereby (i) submits respect to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Partyits property; (ii) agrees that service all claims in respect of process will such Action shall be validly effected by sending notice heard and determined only in accordance with Section 12.3any Chosen Court (and the appropriate respective appellate courts therefrom); (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is shall not subject personally attempt to the deny or defeat such personal jurisdiction of the above-named courts, that its property is exempt by motion or immune other request for leave from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courtsChosen Court; and (iv) agrees that, except in connection with any Action brought against a party in another jurisdiction by an independent third person, it shall not bring any Action directly or indirectly relating to move to transfer any such Action to a court other than this Agreement or any of the above-named courtstransactions contemplated hereby in any forum other than a Chosen Court, except for the purpose of enforcing any award or judgment; and (v) agrees that it shall not assert and waives any objection it may have based on inconvenient forum to the maintenance of any action or proceeding so brought. Each Party may make service on another Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11.01. Nothing in this Section 11.07, however, shall affect the right of any person to serve legal process in any other manner permitted by Law.

Governing Law; Consent to Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any applicable the principles of conflict conflicts of laws that would cause law. Each of the Laws of another State parties hereto hereby irrevocably and unconditionally consents to otherwise govern this Agreement. The Parties agree that any Action seeking submit to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively exclusive jurisdiction in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts or any court of the United States of America, such Action shall be heard located in the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties hereby for any action, proceeding or investigation in any court or before any governmental authority (i“Litigation”) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service and the transactions contemplated hereby. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such ActionLitigation, the defense of sovereign immunity, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsaforesaid courts for any reason other than the failure to serve process in accordance with this Section 6.12, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise), and to the fullest extent permitted by applicable law, that the Action Litigation in any such court is brought in an inconvenient forum, that the venue of the Action such Litigation is improper, or that this Agreement Agreement, or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the above named courtsparties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and of the United States of America; provided that consent by Mxxxxxx Lxxxx and (iv) agrees BlackRock to jurisdiction and service contained in this Section 6.12 is solely for the purpose referred to in this Section 6.12 and shall not be deemed to move be a general submission to transfer any such Action to a court said courts or in the State of Delaware other than any of the above-named courtsfor such purpose.

Governing Law; Consent to Jurisdiction. (i) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any applicable the principles of conflict conflicts of laws that would cause the Laws of another State to otherwise govern this Agreementlaw. The Parties agree that any Action seeking Holder hereby irrevocably and unconditionally consents to enforce any provision of, or based on any matter arising out submit to the non-exclusive jurisdiction of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court courts of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts New York and of the United States of America, such Action shall be heard in each case located in the United States District Court County of New York, for the District of Delaware. Consistent with the preceding sentenceany action, each of the Parties hereby proceeding or investigation in any court or before any governmental authority (i"Litigation") submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) and the transactions contemplated hereby. The Holder hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such ActionLitigation, the defense of sovereign immunity, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsaforesaid courts for any reason other than the failure to serve process in accordance with this Section 11, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise), and to the fullest extent permitted by applicable law, that the Action Litigation in any such court is brought in an inconvenient forum, that the venue of the Action such Litigation is improper, or that this Agreement Agreement, or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fettxx xx delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) Each of the parties irrevocably consents to the service of process out of any of the above named courts; and (iv) agrees not to move to transfer aforementioned courts in any such Action Litigation by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. BNP expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York and of the United States of America; provided that BNP's consent to service contained in this Section 11 is solely for the purpose referred to in this Section 11 7 and shall not be deemed to be a court general submission to said courts or in the State of New York other than any of the above-named courtsfor such purpose.

Governing Law; Consent to Jurisdiction. (a) This Agreement and all proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any applicable principles of choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of another any jurisdiction other than the State of Delaware. (b) Each of the parties hereto hereby (i) expressly and irrevocably submits to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision ofthe exclusive personal jurisdiction of the state courts of the State of Delaware, or based on any matter arising federal court sitting in the State of Delaware, in the event any dispute arises out of or in connection withconcerns this Agreement or the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby (whether brought by in any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in court other than the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court state courts of the State of Delaware (Complex Commercial Division); providedDelaware, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively or any federal court sitting in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties hereby (iiv) submits waives, to the exclusive jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of such courts for the purpose venue of any Action proceeding arising out of or relating to this Agreement brought by any Party; and (iiv) agrees that each of the other parties shall have the right to bring any proceeding for enforcement of a judgment entered by the state courts of the State of Delaware or any federal court sitting in the State of Delaware. Each of Parent, Merger Sub and the Company agrees that a final judgment in any proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (c) Each party irrevocably consents to the service of process will be validly effected by sending notice outside the territorial jurisdiction of the courts referred to in accordance with Section 12.3; (iii10.09(b) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Actionproceeding by mailing copies thereof by registered or certified United States mail, any claim that it is not subject personally postage prepaid, return receipt requested, to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced address as specified in or pursuant to Section 10.03. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtslegally available method.

Governing Law; Consent to Jurisdiction. This All matters relating to the interpretation, construction, validity and enforcement of this Agreement shall be governed by, by and construed in accordance with, with the domestic laws of the State of Delaware, Delaware without giving effect to any applicable principles of choice or conflict of laws law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the Laws application of another laws of any jurisdiction other than the State of Delaware. Each of the parties to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or hereby irrevocably and unconditionally submits, for itself and its assets and properties, to the transactions contemplated hereby (whether brought by any party or any exclusive jurisdiction of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (Complex Commercial Division); providedor, further, that if subject matter the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District State of Delaware. Consistent with the preceding sentence), each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of in any Action action or proceeding arising out of or relating to this Agreement, the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties to this Agreement brought by hereby irrevocably and unconditionally (i) agrees not to commence any Partysuch action or proceeding except in such courts; (ii) agrees that service any claim in respect of process will any such action or proceeding may be validly effected by sending notice heard and determined in accordance with Section 12.3such Chancery Court of the State of Delaware or any state appellate court therefrom; (iii) irrevocably waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assert by way the laying of motion, defense, venue of any such action or otherwise, proceeding in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt Delaware Chancery or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courtsstate appellate court therefrom; and (iv) agrees not waives, to move the fullest extent permitted by law, the defense of lack of personal jurisdiction or an inconvenient forum to transfer the maintenance of such action or proceeding in any such Action to a court other than any Delaware court. Each party hereto agrees that (i) this Agreement involves at least $100,000.00 and (ii) this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708. Each of the above-named courtsparties to this Agreement 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. Each of the parties to this Agreement hereby irrevocably consents to service of process in the manner provided for notices in Section XIII.D. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by applicable law.

Governing Law; Consent to Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the with laws of the State of Delaware, without giving effect regard to any applicable conflicts of law principles of conflict of laws that would cause require application of the Laws laws of another State to otherwise govern this Agreementany other jurisdiction. The Parties agree that any Action seeking parties irrevocably and unconditionally consent to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or submit to the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively exclusive jurisdiction in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware or, in the event (Complex Commercial Division); provided, further, but only in the event) that if subject matter the Court of Chancery declines to accept jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts a particular matter, any court of the United States of America, such Action shall be heard located in the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties hereby solely and specifically for any action, proceeding or investigation in any court or before any governmental authority (i“Litigation”) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service and the transactions contemplated hereby. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such ActionLitigation, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsaforesaid courts for any reason other than the failure to serve process in accordance with this Section 5.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise), and to the fullest extent permitted by applicable law, that the Action Litigation in any such court is brought in an inconvenient forum, that the venue of the Action such Litigation is improper, or that this Agreement Agreement, or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the above named courtsparties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and of the United States of America; provided that consent by each of the parties to jurisdiction and (iv) agrees service contained in this Section 6.8 is solely for the purpose referred to in this Section 6.8 and shall not be deemed to move be a general submission to transfer any such Action to a court said courts or in the State of Delaware other than any of the above-named courtsfor such purpose.

Governing Law; Consent to Jurisdiction. (a) This Agreement and the other Loan Documents and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws law of the State of DelawareNew York. (b) Each party hereto irrevocably and unconditionally agrees that it will not commence any action, without giving effect to litigation or proceeding of any applicable principles of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision ofkind or description, whether in law or based on any matter arising out of equity, whether in contract or in connection withtort or otherwise, against each of the other parties hereto in any way relating to this Agreement or any other Loan Document or the transactions contemplated hereby (whether brought by relating hereto or thereto, in any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in forum other than the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court courts of the State of Delaware (Complex Commercial Division); providedNew York sitting in New York County, further, that if subject matter jurisdiction over the matter that is the subject and of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for of the Southern District of Delaware. Consistent with the preceding sentenceNew York, and any appellate court from any thereof, and each of the Parties hereby (i) parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts for the purpose and agrees that all claims in respect of any Action such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Lender or the L/C Issuer may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Borrower or its properties in the courts of any jurisdiction. (c) The Borrowers irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement brought or any other Loan Document 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 applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any Party; such court. (iid) agrees that Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 15.02. Nothing in this Agreement will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not affect the right of any party hereto to assert by way of motion, defense, or otherwise, serve process in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated other manner permitted by this Agreement may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsapplicable Law.

Governing Law; Consent to Jurisdiction. (a) This Agreement and all proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, construed and construed enforced in accordance with, the laws of the State of Delaware, without giving effect to any applicable principles of choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of another any jurisdiction other than the State of Delaware (except with respect to the matters otherwise govern this Agreement. The Parties agree that covered by Section 9.09(c) and any Action seeking other matters concerning the Debt Financing, the Debt Commitment Letter, the Financing Sources or any of their rights, obligations, actions or omissions with respect thereto). (b) Except as expressly set forth in Section 9.09(c), each of the parties hereto hereby (i) expressly and irrevocably submits to enforce any provision ofthe exclusive personal jurisdiction of the state courts of the State of Delaware, or based on any matter arising federal court sitting in the State of Delaware, in the event any dispute arises out of this Agreement or in connection withthe transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby (whether brought by in any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in court other than the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court state courts of the State of Delaware (Complex Commercial Division); providedDelaware, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively or any federal court sitting in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties hereby (iiv) submits waives, to the exclusive jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of such courts for the purpose venue of any Action proceeding arising out of or relating to this Agreement brought by any Party; and (iiv) agrees that service each of process the other parties shall have the right to bring any proceeding for enforcement of a judgment entered by the state courts of the State of Delaware or any federal court sitting in the State of Delaware. Each of Parent, Merger Sub and the Company agrees that a final judgment in any proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (c) Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto: (i) agrees that it will be validly effected by sending notice not bring or support any Person in accordance with Section 12.3; (iii) irrevocably waivesany proceeding before any Governmental Entity of any kind or description, and agrees not to assert by way of motionwhether at law or in equity, defense, whether in contract or in tort or otherwise, against any of the Financing Sources in any such Action, any claim that it is not subject personally way relating to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or any of the transactions contemplated by this Agreement may Agreement, including but not be enforced limited to any dispute arising out of or relating in any way to the Debt Financing or by the performance thereof or the financings contemplated thereby, in any forum other than the United States Federal and New York State courts located in the Borough of Manhattan, New York County, State of New York and (ii) agrees that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the above named courts; Financing Sources in any way relating to this Agreement, the Debt Financing or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (ivwhether of the State of New York or any other jurisdiction) agrees not that would cause the application of the Laws of any jurisdiction other than the State of New York. (d) Each party irrevocably consents to move the service of process outside the territorial jurisdiction of the courts referred to transfer in Section 9.09(b) and Section 9.09(c), as applicable, in any such Action proceeding by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 9.03. However, the foregoing shall not limit the right of a court party to effect service of process on the other than party by any of the above-named courtsother legally available method.

Governing Law; Consent to Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, and enforced under the laws of the State of Delaware, without giving effect to any the provisions thereof relating to conflicts of law. (b) To the fullest extent permitted by applicable principles law, and except to the extent permitted by Section 18(d) of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard Company and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties Indemnitee hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of any Action agree that all claims, controversies or disputes arising out of or relating to this Agreement brought shall be exclusively resolved by any Party; the Court of Chancery, (ii) agrees irrevocably consent and submit to the exclusive personal jurisdiction of the Court of Chancery in action, suit or proceeding in respect of any claim, controversy or dispute arising out of or relating to this Agreement, (iii) waive and agree not to assert in defense of any claim of improper venue or any claim that the Court of Chancery is an inconvenient forum in any action, suit or proceeding in respect of any claim, controversy or dispute arising out of or relating to this Agreement, (iv) appoint, to the extent that the Company or Indemnitee, as applicable, is not otherwise subject to service of process will in the State of Delaware, Corporation Service Company, 000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (or such other registered agent at such other registered office in the State of Delaware listed on the records of the Secretary of State of the State of Delaware as the Company’s agent for service of process in the State of Delaware), and (v) agree that the mailing of process and other papers in connection with any such action, suit or proceeding in the manner provided in Section 22 of this Agreement or in such other manner as may be validly effected permitted by sending notice in accordance with Section 12.3; applicable law, shall be valid and sufficient service thereof. (c) EACH OF THE COMPANY AND INDEMNITEE ACKNOWLEDGE AND AGREE THAT ANY CLAIM, CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND THEREFORE EACH OF THE COMPANY AND INDEMNITEE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF ANY CLAIM, CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE COMPANY AND INDEMNITEE CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) irrevocably waivesSUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS MADE IN THIS SECTION 18(c). (d) Any claim, controversy or dispute arising out of or relating to this Agreement (other than one for specific performance, injunctive relief or other equitable relief) may, to the fullest extent permitted by applicable law, be resolved by a binding arbitration to be held in New York, New York and administered by the American Arbitration Association (the “AAA”) under the then-prevailing Commercial Arbitration Rules and Mediation Procedures of the AAA. It is the mutual intention of the Company and Indemnitee that the tribunal of one (1) arbitrator be constituted as such as practicable following the submission of any claim, controversy or dispute arising out of or relating to this Agreement to arbitration. Once the arbitrator is appointed, except as otherwise agreed in writing by the Company, on the one hand, and agrees not to assert by way of motionIndemnitee, defenseon the other hand, or otherwiseas ordered by the arbitrator upon a showing of substantial justification, the hearing on such claim, controversy or dispute shall be held not later than sixty (60) days of such appointment. The arbitrator shall render the arbitrator’s final award not later than sixty (60) days after the hearing on such claim, controversy or dispute, subject to extension by the arbitrator upon a showing of substantial justification. Any discovery in any such Action, any claim that it is not subject personally the arbitration shall be limited to information directly relevant to the jurisdiction of claim, controversy or dispute subject to the above-named courtsarbitration. The judgment on the award rendered by the arbitrator with respect to the claim, that its property is exempt controversy or immune from attachment or executiondispute submitted to arbitration shall, that to the Action is brought in an inconvenient forumfullest extent permitted by applicable law, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement be final and binding and may not be enforced in the Court of Chancery or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a other court other than any of the above-named courtshaving jurisdiction thereof.

Governing Law; Consent to Jurisdiction. (a) This Agreement and all Legal Proceedings (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any Legal Proceeding based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by, by and construed in accordance with, with the laws Laws of the State of Delaware, without giving effect to any regardless of the laws that might otherwise govern under applicable principles of conflict conflicts of laws that would cause laws. (b) Each of the Laws parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; providedChancery (or, that only if the Delaware Court of Chancery does not have declines to accept jurisdiction over such Actiona particular matter, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts any Federal court of the United States of America, such Action shall be heard America sitting in the United States District Court for the District State of Delaware. Consistent with the preceding sentence), each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of and any Action appellate court from any thereof, in any Legal Proceeding arising out of or relating to this Agreement brought by or the negotiation, execution or performance of this Agreement (including any Party; Legal Proceeding based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such Legal Proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any Federal court of the United States of America sitting in the State of Delaware), (ii) 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 Legal Proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any Legal Proceeding based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery, any Federal court of the United States of America sitting in the State of Delaware, or in any Delaware State court, (iii) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Legal Proceeding in any such court and (iv) agrees that a final judgment in any such Legal Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to it at the applicable address in Section 10.6 set forth below shall be effective service of process for any Legal Proceeding brought in any such court. (c) Each of the parties agrees that it will be validly effected by sending notice not bring or support any Legal Proceeding of any kind or description, whether in accordance with Section 12.3; (iii) irrevocably waiveslaw or in equity, and agrees not to assert by way of motion, defense, whether in contract or in tort or otherwise, involving the Debt Financing Sources or their respective Affiliates and Representatives in any such Action, any claim that it is not subject personally way relating to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or any of the transactions contemplated by this Agreement may (or the abandonment or termination thereof), including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the definitive documentation for the Debt Financing (and the termination hereof and thereof) or in respect of any oral representations made or alleged to be enforced made in connection herewith or by therewith, in any forum other than the Supreme Court of the above named State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the Federal courts; , the United States District Court for the Southern District of New York (and (ivappellate courts thereof), and makes the agreements, waivers and consents set forth in Section 10.5(b) agrees not mutatis mutandis but with respect to move to transfer any such Action to a court other than any of the above-named courtscourts specified in this Section 10.5(b).

Governing Law; Consent to Jurisdiction. This Agreement Agreement, and all claims or causes of action (whether in contract or in tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect regard to any applicable principles of conflict of laws provisions that would cause require the Laws application of another the Law of any other jurisdiction. Each of the parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any Delaware State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision ofcourt, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts Federal court of the United States of America, such Action shall be heard in sitting within the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of and any Action appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties to this Agreement brought by hereby irrevocably and unconditionally (i) agrees not to commence any Partysuch action or proceeding except in such courts; (ii) agrees that service any claim in respect of process will any such action or proceeding may be validly effected heard and determined in such Delaware State court or, to the extent permitted by sending notice Law, in accordance with Section 12.3such Federal court; (iii) irrevocably waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assert by way the laying of motion, defense, venue of any such action or otherwise, proceeding in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt Delaware State or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courts; Federal court and (iv) agrees not waives, to move the fullest extent permitted by Law, the defense of an inconvenient forum to transfer the maintenance of such action or proceeding in any such Action to a court other than any Delaware State or Federal court. Each of the above-named courtsparties to this Agreement 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. Each of the parties to this Agreement hereby irrevocably consents to service of process in the manner provided for notices in Section 10.4. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. This Agreement, and any and all claims arising directly or indirectly out of or otherwise concerning this Agreement (whether based in contract, tort or otherwise) shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, Delaware (without giving effect regard to any applicable principles of conflict choice or conflicts of laws principles, whether of the State of Delaware or any other jurisdiction, that would cause might direct the Laws application of another State substantive law to otherwise govern this Agreement). The Parties agree that With respect to any Action seeking to enforce any provision of, and all proceedings arising directly or based on any matter arising indirectly out of or in connection with, otherwise relating to this Agreement or the transactions contemplated hereby hereby, each of the parties: (whether brought by any party or any of its Affiliates or against any party or any of its Affiliatesi) shall be heard irrevocably and determined exclusively in unconditionally submits and consents to the Delaware Court of Chancery; provided, that if exclusive jurisdiction of: (A) the Delaware Court of Chancery does not have jurisdiction over of the State of Delaware or, if such ActionCourt of Chancery lacks subject matter jurisdiction, such Action shall be heard and determined exclusively in the Complex Commercial Division of the Superior Court of the State of Delaware or (Complex Commercial Division); provided, further, B) in the event that if subject matter a proceeding involves claims exclusively within the jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of Americacourts, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with Delaware (all such courts, collectively, the preceding sentence“Chosen Courts” and, individually, each of the Parties hereby (i) submits a “Chosen Court”), for itself and with respect to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Partyits property; (ii) agrees that service all claims in respect of process will such proceeding shall be validly effected by sending notice heard and determined only in accordance with Section 12.3a Chosen Court (and the appropriate respective appellate courts therefrom); (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is shall not subject personally attempt to the deny or defeat such personal jurisdiction of the above-named courts, that its property is exempt by motion or immune other request for leave from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courtsChosen Court; and (iv) agrees that, except in connection with any proceeding brought against a party in another jurisdiction by an independent third person, it shall not bring any proceeding directly or indirectly relating to move to transfer any such Action to a court other than this Agreement or any of the above-named courtstransactions contemplated hereby in any forum other than a Chosen Court, except for the purpose of enforcing any award or judgment; and (v) agrees that it shall not assert and waives any objection it may have based on inconvenient forum to the maintenance of any action or proceeding so brought. Each party may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 18. Nothing in this Section 21, however, shall affect the right of any person to serve legal process in any other manner permitted by law. NEITHER PARTY HERETO (OR THEIR SUCCESSORS AND ASSIGNS) SHALL BE LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

Governing Law; Consent to Jurisdiction. This Agreement Any controversy, dispute or claim arising out of or related to this Amendment and any other document or instrument delivered pursuant hereto, including the existence, validity, interpretation or breach hereof (whether in contract or tort and whether in equity, law or statute) shall be governed by, by and construed in accordance with, with the laws Laws of the State of DelawareDelaware without regard to choice or conflicts of law doctrines; provided, without giving effect to any applicable principles of conflict of laws that would cause the Merger shall be governed by and construed in accordance with the Laws of another State the Republic of Panama and without regard to otherwise govern this Agreementchoice or conflicts of law doctrines. The Each of the Parties agree hereto (w) irrevocably agrees that any Action seeking to enforce any provision ofall Actions (whether in contract or tort and whether in equity, law or statute) that may be based on any matter arising upon, arise out of or in connection withrelate to this Amendment, this Agreement or the transactions contemplated hereby (whether brought by any party negotiation, execution or any performance of its Affiliates or against any party or any of its Affiliates) this Amendment shall be heard and determined exclusively resolved in the Delaware Court of Chancery; provided, that or, if such court shall not have jurisdiction, any Federal or state court sitting in Delaware, (x) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery does Chancery, or, if such court shall not have jurisdiction over such Actionjurisdiction, any Federal or state court sitting in Delaware in connection with any such Action shall be heard (whether in contract or tort and determined exclusively whether in the Superior Court of the State of Delaware (Complex Commercial Division); providedequity, further, law or statute) that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising arises out of this Amendment or relating to this Agreement brought by any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courts; and Amendment, (ivy) agrees that it will not attempt to move to transfer deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any Action relating to a this Amendment in any court other than the Delaware Court of Chancery, or, if such court shall not have jurisdiction, any of the above-named Federal or state court sitting in Delaware, unless venue would not be proper under rules applicable in such courts.

Governing Law; Consent to Jurisdiction. This Agreement and all matters arising out of or relating hereto, including its validity, construction and interpretation, shall be governed by, and construed in accordance with, by the laws of the State of Delaware, without giving effect regard to any applicable principles of the laws as to choice or conflict of laws, except to the extent that the laws that would cause of the Laws jurisdiction of another State incorporation of a party shall govern its internal corporate affairs. Each party to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection withby its execution hereof, this Agreement or the transactions contemplated (a) hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) irrevocably submits to the exclusive jurisdiction and venue of such the state and federal courts located in Wilmington, Delaware, for the purpose of any Action action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or relating related to this Agreement brought Agreement, (b) to the extent not prohibited by any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waivesApplicable Law, hereby waives and agrees not to assert by way of motion, defense, as a defense or otherwise, in any such Actionaction, any claim that it is not subject personally to the personal jurisdiction of the above-named courts, that its property is exempt or immune from attachment or executionexecution by reason of a lack of personal jurisdiction, that the Action is any such proceeding brought in an inconvenient forum, that the venue one of the Action above-named courts is improperimproper by reason of a lack of personal jurisdiction or venue, or that this Agreement or the transactions contemplated by this Agreement subject matter hereof may not be enforced in or by any such court by reason of the above named courts; a lack of personal jurisdiction or improper venue, and (ivc) hereby agrees not to move commence any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or related to transfer any such Action to a court this Agreement other than any before one of the above-named courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts. Each party hereby consents to and accepts service of process in any such proceeding in any manner permitted by Delaware law or if served pursuant to Section 12.5.

Governing Law; Consent to Jurisdiction. This Agreement shall will be governed by, and construed in accordance with, with and governed by the laws of the State of Delaware, Delaware without giving effect regard to any applicable principles of conflict conflicts of laws that would cause the Laws of another State laws. Any judicial proceedings with respect to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively brought in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively a federal or state court located in the Superior Court of the State of Delaware (Complex Commercial Division); providedDelaware, further, that if subject matter jurisdiction over the matter that is the subject and by execution and delivery of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentencethis Agreement, each of the Parties hereby (i) submits party submits, irrevocably and unconditionally, to the exclusive jurisdiction of such courts for court and any related appellate court, irrevocably agrees to be bound by any judgment rendered thereby, and waives any objection to the purpose laying of venue in any such proceedings in such courts. To the fullest extent permitted by law, the parties hereto further agree that service of any Action process, summons, notice or document by U.S. certified or registered mail to such party's address for notices as set forth in Section 7.06 shall be effective service of process in any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions, including preliminary relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity. If any party shall institute any action or proceeding to enforce the provisions hereof, the party against whom such action or proceeding is brought hereby waives any claim or defense therein that the plaintiff party has an adequate remedy at law. The parties hereto hereby irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum and waive, to the fullest extent permitted by law, all rights to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) arising out of or relating to this Agreement brought by or any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtshereby.

Governing Law; Consent to Jurisdiction. (a) This Agreement, and all claims or causes of actions (whether at law, in contract or in tort) that may be based upon, arise out of or related to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, Maryland without giving effect to any applicable principles of conflict conflicts of laws principles (whether of the State of Maryland or any other jurisdiction that would cause the application of the Laws of another any jurisdiction other than the State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter of Maryland). (b) All Proceedings arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Circuit Court of Chancery; providedfor Baltimore City, that Maryland, or if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of Americacourts, such Action shall be heard in the United States District Court for the District of DelawareMaryland, and the appellate courts to which orders and judgments thereof may be appealed (collectively, the “Acceptable Courts”). Consistent with the preceding sentenceIn any such Proceeding, each of the Parties parties further consents to the assignment of any Proceeding in the Circuit Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the parties hereto hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of such courts any Acceptable Court, for the purpose of any Action Proceeding arising out of or relating to this Agreement and the Transactions brought by any Party; party, (ii) agrees not to commence any such Proceeding except in such Acceptable Courts, (iii) agrees that any claim in respect of any such Proceeding may be heard and determined in any Acceptable Court, (iv) 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 Proceeding in such Acceptable Courts, and (v) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in such Acceptable Courts. Each of the parties agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to service of process in the manner provided for notices in Section 7.1. Nothing in this Agreement will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not affect the right of any party to assert by way of motion, defense, or otherwise, serve process in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated other manner permitted by this Agreement may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsLaw.

Governing Law; Consent to Jurisdiction. (a) This Agreement (including administration of the arbitration provisions set forth in Article XVIII) and the Operative Documents shall be governed by and construed and enforced in accordance with the substantive Laws of the State of Texas, without regard to its conflict of laws rules or principles, except to the extent the real property Laws of another state mandatorily apply. (b) The Parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Xxxxxx County, Texas in connection with any dispute arising under or relating to this Agreement, the Operative Documents or any of the transactions contemplated hereby or thereby, that is permitted to be commenced in court, and each Party irrevocably agrees that all Claims in respect of such dispute or proceeding that are permitted to be commenced in court shall be heard and determined exclusively in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by Law, any objection which they may now or hereafter have to the venue of any dispute arising under or relating to this Agreement or any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (c) To the fullest extent permitted by applicable Law, each Party hereby waives any right to a trial by jury of any claim or cause of action based upon or arising out of or related to this Agreement, the other Operative Documents, or the transactions contemplated hereby or thereby, in any action, proceeding or other litigation of any type brought by any of the Parties against any other Party, whether with respect to contract claims, tort claims, or otherwise. The Parties each agree that any such claim or cause of action shall be tried by a court without a jury. Without limiting the foregoing, the Parties further agree that their respective right to a trial by jury is waived by operation of this Section as to any action, counterclaim or other proceeding which seeks, in whole or in part, to challenge the validity or enforceability of this Agreement or the other Operative Documents or any provision hereof or thereof. (d) Each Party represents, covenants and warrants that it is subject to service of process in the State of Texas. If for any reason a Party should become not so subject, it hereby designates and appoints, without power of revocation, the Secretary of State of the State of Texas as such Party’s agent upon whom may be served all process, pleadings, notices or other papers which may be served upon such Party as a result of any of its obligations under this Agreement. (e) Notwithstanding anything herein to the contrary, the Parties acknowledge and irrevocably agree (i) that any action, whether in law or in equity, whether in contract or in tort or otherwise, in which the Debt Financing Sources are a party arising out of, or relating to, the transactions contemplated hereby or under the Debt Financing Commitment shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York, New York, and any appellate court thereof and each Party hereto submits for itself and its property with respect to any such action to the exclusive jurisdiction of such court, (ii) not to bring or permit any of their respective Affiliates or Representatives to bring or support anyone else in bringing any such action in any other court, (iii) that service of process, summons, or similar court filing shall be served through a Party’s registered agent for service of process or, if a Party does not have a registered agent for service of process in New York, then service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 19.1 shall be effective service of process against them for any such action brought in any such court, (iv) to waive and hereby waive, to the fullest extent permitted by Law, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court, (v) to waive and hereby waive any right to trial by jury in respect of any such action, (vi) that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law and (vii) that any such claim, controversy or dispute shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsNew York.

Governing Law; Consent to Jurisdiction. (a) This Agreement shall be governed byin all respects, including as to validity, interpretation and construed in accordance witheffect, by the laws Laws of the State of DelawareNew York, without giving effect to any applicable its principles or rules of conflict of laws that laws, to the extent such principles or rules are not mandatorily applicable by statute and would cause permit or require the application of the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby jurisdiction. (whether brought by any party or any of its Affiliates or against any party or any of its Affiliatesb) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each Each of the Parties hereby (i) submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City of New York, in any suit, claim, demand, action, proceeding or cause of action arising out of or relating to this Agreement, agrees that all claims under any theory of liability in respect of such courts for the purpose suit, claim, demand, action, proceeding or cause of action may and shall be heard and determined in any Action such court and agrees not to bring any suit, claim, demand, action, proceeding or cause of action arising out of or relating to this Agreement in any other court. Each Party irrevocably and unconditionally waives any defense of inconvenient forum or any other objection to the maintenance of any suit, claim, demand, action, proceeding or cause of action so brought by and waives any Party; (ii) bond, surety or other security that might be required of any other Party with respect thereto. Each Party agrees that service of summons and complaint or any other process will that might be validly effected served in any suit, claim, demand, action, proceeding or cause of action may be made on such Party, and shall be effective service of process for any such suit, claim, demand, action, proceeding or cause of action, by sending notice or delivering a copy of any such process to the Party to be served at the address of the Party and in accordance with the manner provided for the giving of notices in Section 12.3; (iii) irrevocably waives11.6. Nothing in this Section 11.11, and agrees not however, shall affect the right of any Party to assert by way of motion, defense, or otherwise, serve legal process in any such Actionother manner permitted by Law. Each Party agrees that a final, non-appealable judgment in any claim that it is not subject personally to the jurisdiction suit, claim, demand, action, proceeding or cause of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is action so brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement shall be conclusive and may not be enforced by suit on the judgment or in or any other manner provided by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsLaw.

Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance withAgreement, the laws of legal relations between the State of Delawareparties and any Action, without giving effect whether contractual or non-contractual, instituted by any party with respect to any applicable principles of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, matters arising under or based on any matter arising growing out of or in connection with, with or in respect of this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard governed by and determined exclusively construed in accordance with the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court Laws of the State of Delaware (Complex Commercial Division); providedUtah applicable to contracts made and performed in such State and without regard to conflicts of law doctrines, furtherexcept to the extent that certain matters are preempted by federal law. Each party to this Agreement, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of Americaby its execution hereof, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) hereby irrevocably submits to the exclusive jurisdiction of such the Federal and State courts of the State of Utah located in Salt Lake County, Utah for the purpose of any Action arising out of or based upon this Agreement or relating to this Agreement brought by any Party; the subject matter hereof, (ii) agrees that service of process will be validly effected hereby waives, to the extent not prohibited by sending notice in accordance with Section 12.3; (iii) irrevocably waivesapplicable law, and agrees not to assert by way of motion, defense, as a defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the any such Action is brought in an inconvenient forum, that the venue one of the Action is improperabove-named courts may be removed to any other court, should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the transactions contemplated by this Agreement subject matter hereof may not be enforced in or by any of such court, or that this Agreement or the above named courts; subject matter hereof may not be enforced in or by such court and (iviii) hereby agrees not to move commence any Action arising out of or based upon this Agreement or relating to transfer any such Action to a court the subject matter hereof other than any before one of the above-named courtscourts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each party hereby (x) consents to service of process in any such Action in any manner permitted by law of the State of Utah; (y) agrees that service of process made in accordance with clause (x) (including, without limitation, service made by registered or certified mail; return receipt requested, at its address specified pursuant to Section 6.8) is reasonably calculated to give actual notice of any such Action; and (z) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (x) does not constitute good and sufficient service of process.

Governing Law; Consent to Jurisdiction. This Agreement letter agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this letter agreement, or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any applicable principles of choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of another any jurisdiction other than the State to otherwise govern this Agreementof Delaware. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out Each of or in connection with, this Agreement or the transactions contemplated parties hereto hereby (whether brought by any party or any i) expressly and irrevocably submits to the exclusive personal jurisdiction of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court any other court of the State of Delaware or any federal court sitting in the State of Delaware in the event any dispute arises out of this letter agreement or the transactions contemplated by this letter agreement, (Complex Commercial Division); providedii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, further(iii) agrees that it will not bring any action relating to this letter agreement or the transactions contemplated by this letter agreement in any court other than the Delaware Court of Chancery, that if subject matter jurisdiction over the matter that is the subject any other court of the Action is vested exclusively State of Delaware or any federal court sitting in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties hereby (iiv) submits waives, to the exclusive jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of such courts for the purpose venue of any Action suit, action or proceeding arising out of or relating to this Agreement brought by any Party; letter agreement and (iiv) agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each party hereto agrees that a final judgment in any 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 Lxx. Each party hereto irrevocably consents to the service of process will be validly effected by sending notice outside the territorial jurisdiction of the courts referred to in accordance with this Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, 6 in any such Actionaction or proceeding by mailing copies thereof by registered or certified U.S. mail, any claim that it is not subject personally postage prepaid, return receipt requested, to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced address as specified in or pursuant to Section 8. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtslegally available method.

Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, with and governed by the laws of the State of Delaware, without giving effect to any applicable principles of the conflict of laws principles thereof that would cause result in the Laws application of the laws of another State jurisdiction. Each of the parties (i) irrevocably submits itself to otherwise govern this Agreement. The Parties agree that the personal jurisdiction of any Action seeking state court sitting in Delaware, as well as to enforce the jurisdiction of all courts to which an appeal may be taken from such courts, in any provision ofsuit, action or based on any matter proceeding arising out of or in connection withrelating to this Agreement, this Agreement or any of the transactions contemplated hereby by this Agreement; (whether brought by any party ii) agrees that all claims in respect of such suit, action or any of its Affiliates or against any party or any of its Affiliates) proceeding shall be brought, heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have of the State of Delaware (provided that, in the event that subject matter jurisdiction over is unavailable in that court, then all such Action, such Action claims shall be brought, heard and determined exclusively in the Complex Commercial Litigation Division of the Delaware Superior Court of the State of Delaware (Complex Commercial Divisionin and for New Castle County); provided(iii) consents to service of process in connection with any such suit, further, action or proceeding by registered or certified mail; (iv) agrees that if subject matter it shall not attempt to deny or defeat any such jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, by motion or other request for leave from such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby court; and (iv) submits agrees not to the exclusive jurisdiction of such courts for the purpose of bring any Action action or proceeding arising out of or relating to this Agreement brought by or any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any court in any jurisdiction other than Delaware. Each of the above named courts; parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought. For the avoidance of confusion, nothing in this Agreement shall be construed as constituting a choice of applicable law or consent to jurisdiction, consent to service of process, or waiver of objection to venue in any action among the parties that does not relate solely to the enforcement and (iv) agrees not to move to transfer any such Action to a court other than any interpretation of the above-named courtsparties’ respective rights and obligations under this Agreement.

Governing Law; Consent to Jurisdiction. This Agreement shall is to be governed by, and construed and enforced in accordance with, the laws internal Laws of the State of Delaware, without giving effect regard to any applicable principles its rules of conflict of laws laws. Each of the Parties agrees (a) that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or involves at least $100,000.00, and (b) that this Agreement has been entered into by each of the transactions contemplated hereby (whether brought by any party or any Parties in express reliance upon 6 Del. C. § 2708. Each of its Affiliates or against any party or any the Parties irrevocably submits to the exclusive jurisdiction of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery in New Castle County, or in the event (but only in the event) that such court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of Americasuch action, such Action shall be heard in the United States District Court for the District of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action, any state court in the State of Delaware (all such courts, a “Court”). Consistent with A final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the preceding sentencejudgment or in any other manner provided by Law. Each of the Parties irrevocably agrees: (1) to the extent such Party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such Party’s agent for acceptance of legal process and notify each of the other Parties hereby (i) submits to of the exclusive jurisdiction name and address of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; agent, and (ii2) agrees that service of process will may, to the fullest extent permitted by applicable Law, also be validly effected made on such Party, at its address for notices provided for in this Agreement, by sending notice in accordance prepaid certified mail with Section 12.3; (iii) irrevocably waivesa proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (1) or (2) above shall, to the fullest extent permitted by applicable Law, have the same legal force and effect as if served upon such Party personally within the State of Delaware. Each Party irrevocably agrees not to assert by way (x) any objection which it may ever have to the laying of motion, defense, or otherwise, venue of any such action in the applicable Court and (y) any claim that any such action brought in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is Court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courts.

Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, by and construed in accordance with, with the laws Laws of the State of Delaware, without giving effect to any applicable the choice of Law principles thereof to the extent that the application of conflict of the laws that would cause the Laws of another State jurisdiction would be required thereby. Each of the parties hereto irrevocably and unconditionally consents to otherwise govern this Agreement. The Parties agree that any Action seeking submit to enforce any provision of, or based on any matter arising out the exclusive jurisdiction of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court courts of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts and of the United States of America, such Action shall be heard America located in the United States District Court for State of Delaware (the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i“Delaware Courts”) submits to the exclusive jurisdiction of such courts for the purpose of in any Action action or proceeding arising out of or relating to this Agreement, any other agreement executed in connection with this Agreement brought by any Party; or the Contemplated Transactions (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way commence any litigation relating thereto except in such courts), waives any objection to the laying of motion, defense, venue of any such litigation in the Delaware Courts and agrees not to plead or otherwise, claim in any Delaware Court that such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is litigation brought therein has been brought in an inconvenient forum. Final judgment in any suit, that the venue of the Action is improper, action or that this Agreement or the transactions contemplated by this Agreement proceeding brought in any such court shall be conclusive and binding upon each party duly served with process therein and may not be enforced in the courts of the jurisdiction of which either party or by any of the above named courts; and (iv) agrees not to move to transfer any their property is subject, by a suit upon such Action to a court other than any of the above-named courtsjudgment. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.

Governing Law; Consent to Jurisdiction. This -------------------------------------- Agreement shall be governed bydeemed to have been executed, delivered and accepted in the State of Virginia and shall be interpreted, and construed the rights and liabilities of the parties hereto determined, in accordance with, with the internal laws (as opposed to conflicts of law provisions) of the State of Delaware, without giving effect Virginia; the Borrowers hereby consent to the jurisdiction of any applicable principles of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision ofstate court within Virginia, or based on any matter federal court located within the Eastern District of the State of Virginia for any proceeding instituted hereunder or under any of the other Loan Documents, or arising out of or in connection with, with this Agreement or any of the transactions contemplated hereby other Loan Documents, or any proceeding to which the Lender and any Borrower is a party, including any actions based upon, arising out of, or in connection with any course of conduct, course of dealing, statement (whether brought oral or written) or actions of the Lender or the Borrower. The Borrower irrevocably agrees to be bound (subject to any available right of appeal) by any party judgment rendered or relief granted thereby and further waives any objection that it may have based on lack of jurisdiction or improper venue or forum non conveniens to the conduct of any such proceeding. The Borrowers consent that all service of process be made by registered or certified mail directed to any such Borrower at its Affiliates or against any party or any of its Affiliates) address set forth herein, and service so made shall be heard and determined exclusively in deemed to be completed upon the Delaware Court earlier of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware actual receipt thereof or three (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard 3) days after deposit in the United States District Court for mails, proper postage prepaid and properly addressed. Nothing in this section shall affect the District of Delaware. Consistent with right to serve legal process in any other manner permitted by law or affect the preceding sentence, each of right to bring any action or proceeding against any Borrower or its property in the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsjurisdiction.

Governing Law; Consent to Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any applicable the principles of conflict conflicts of laws that would cause law. Each of the Laws parties hereto hereby irrevocably and unconditionally consents to submit to the non-exclusive jurisdiction of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court courts of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts New York and of the United States of America, such Action shall be heard in each case located in the United States District Court County of New York, for the District of Delaware. Consistent with the preceding sentenceany action, each of the Parties hereby proceeding or investigation in any court or before any governmental authority (i"Litigation") submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service and the transactions contemplated hereby. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such ActionLitigation, the defense of sovereign immunity, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsaforesaid courts for any reason other than the failure to serve process in accordance with this Section 6.12, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise), and to the 129 fullest extent permitted by applicable law, that the Action Litigation in any such court is brought in an inconvenient forum, that the venue of the Action such Litigation is improper, or that this Agreement Agreement, or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fettxx xx delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the above named courts; parties irrevocably and (iv) agrees not unconditionally waives, to move the fullest extent permitted by applicable law, any and all rights to transfer trial by jury in connection with any such Action Litigation arising out of or relating to a court other than any of this Agreement or the above-named courtstransactions contemplated hereby.

Governing Law; Consent to Jurisdiction. This Agreement Limited Guarantee, and all actions, causes of action, claims, cross-claims, third-party claims or proceedings of any kind (whether at law, in equity, in contract, in tort or otherwise) that may be based upon, arise out of or relate to this Limited Guarantee, or the negotiation, execution or performance hereof (including any action, cause of action, claim, cross-claim, third-party claim or proceeding of any kind based upon, arising out of or related to any representation or warranty made in or in connection herewith) shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect to any regardless of the laws that might otherwise govern under applicable principles of conflict conflicts of laws that would cause laws. Each of the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated parties hereto hereby (whether brought by any party or any i) expressly and irrevocably submits to the exclusive personal jurisdiction of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court any other court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively or any federal court sitting in the federal courts State of the United States of America, such Action shall be heard Delaware in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of event any Action arising dispute arises out of this Limited Guaranty or relating to the transactions contemplated by this Agreement brought by any Party; Limited Guaranty, (ii) agrees that service of process it will be validly effected not attempt to deny or defeat such personal jurisdiction by sending notice in accordance with Section 12.3; motion or other request for leave from any such court, (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is will not subject personally bring any action relating to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement Limited Guaranty in any court other than the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, (iv) waives, to the fullest extent it may not 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 Limited Guaranty and (v) agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any 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 any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsLxx.

Governing Law; Consent to Jurisdiction. This Consent Agreement and the transactions contemplated hereby, and all disputes between the Parties under or related to the Consent Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware applicable to contracts executed in and to be performed entirely within such State, without regard to conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware. Each of the Parties to this Consent Agreement hereby irrevocably and unconditionally submits, without giving effect for itself and its assets and properties, to the exclusive jurisdiction of any applicable principles of conflict of laws that would cause the Laws of another Delaware State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision ofcourt, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts Federal court of the United States of America, such Action shall be heard in sitting within the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of and any appellate court from any thereof, in any Action arising out of or relating to this Consent Agreement, the agreements delivered in connection with this Consent Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the Parties to this Consent Agreement brought by hereby irrevocably and unconditionally (i) agrees not to commence any Partysuch Action except in such courts; (ii) agrees that service any claim in respect of process will any such Action may be validly effected heard and determined in such Delaware State court or, to the extent permitted by sending notice Law, in accordance with Section 12.3such Federal court; (iii) irrevocably waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assert by way the laying of motion, defense, venue of any such action or otherwise, proceeding in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt Delaware State or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courtsFederal court; and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such Delaware State or Federal court. Each of the Parties to this Consent Agreement hereby agrees not to move to transfer that a final judgment in any such Action to a court shall be conclusive and may be enforced in other than jurisdictions by suit on the judgment or in any of the above-named courtsother manner provided by Law.

Governing Law; Consent to Jurisdiction. (a) This letter, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this letter (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this letter or as an inducement to enter into this letter) shall be governed by, and construed construed, interpreted and enforced in accordance with, the laws Laws of the State of Delaware, without giving effect regard to any applicable principles of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision ofprinciples. (b) Any legal action, suit or based on any matter proceeding arising out of or in connection with, relating to this Agreement letter or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware Delaware, or, in the event (Complex Commercial Division); provided, further, but only in the event) that if such court does not have subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively such action or proceeding, in the federal courts of the United States of America, such Action shall be heard America located in the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties Each party hereto hereby irrevocably (i) submits to the exclusive jurisdiction of such the Court of Chancery of the State of Delaware or federal courts for of the purpose United States of America located in the State of Delaware in respect of any Action legal action, suit or proceeding arising out of or relating to this Agreement brought by any Party; letter and (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motionassert, defense, or otherwise, as a defense in any such Actionaction, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named such courts, that its property is exempt or immune from attachment or execution, that the Action action, suit or proceeding is brought in an inconvenient forum, that the venue of the Action action, suit or proceeding is improper, improper or that this Agreement letter or the transactions contemplated by this Agreement hereby may not be enforced in or by such courts. (c) Each party hereto agrees that notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement shall be properly served or delivered if delivered to the addresses of the above named courts; parties set forth in, and in the manner contemplated by, the Interim Investors Agreement. (ivd) agrees The consents to jurisdiction set forth in this Section 6 shall not constitute general consents to move service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 6 and shall not be deemed to transfer confer rights on any Person other than the parties hereto. The parties hereto agree that a final judgment in any such Action to a court action or proceeding shall be conclusive and may be enforced in other than jurisdictions by suit on the judgment or in any of the above-named courtsother manner provided by applicable law.

Governing Law; Consent to Jurisdiction. Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without giving effect regard to any laws that may be applicable principles of conflict under conflicts of laws that would cause principles. (b) Each of the Laws parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of another any Delaware State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision ofcourt, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts Federal court of the United States of America, such Action shall be heard sitting in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of and any Action appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement brought by any Party; (ii) agrees that service of process will be validly effected by sending notice or the agreements delivered in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement connection herewith or the transactions contemplated by this Agreement may not be enforced in hereby or by thereby or for recognition or enforcement of any judgment relating thereto, and each of the above named courts; parties hereby irrevocably and unconditionally (ivA) agrees not to move to transfer commence any such Action action or proceeding except in such courts, (B) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to a the extent permitted by law, in such Federal court, (C) 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 Delaware State or Federal court other than and (D) 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 Delaware State or Federal court. Each of the above-named courtsparties 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. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.2. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Governing Law; Consent to Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any applicable the principles of conflict conflicts of laws that would cause law. Each of the Laws of another State parties hereto hereby irrevocably and unconditionally consents to otherwise govern this Agreement. The Parties agree that any Action seeking submit to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively exclusive jurisdiction in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts or any court of the United States of America, such Action shall be heard located in the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties hereby for any action, proceeding or investigation in any court or before any governmental authority (i"Litigation") submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service and the transactions contemplated hereby. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such ActionLitigation, the defense of sovereign immunity, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsaforesaid courts for any reason other than the failure to serve process in accordance with this Section 6.12, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise), and to the fullest extent permitted by applicable law, that the Action Litigation in any such court is brought in an inconvenient forum, that the venue of the Action such Litigation is improper, or that this Agreement Agreement, or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the above named courtsparties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and of the United States of America; provided that consent by Xxxxxxx Xxxxx and (iv) agrees New BlackRock to jurisdiction and service contained in this Section 6.12 is solely for the purpose referred to in this Section 6.12 and shall not be deemed to move be a general submission to transfer any such Action to a court said courts or in the State of Delaware other than any of the above-named courtsfor such purpose.

Governing Law; Consent to Jurisdiction. (a) This Agreement and all Legal Proceedings (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any Legal Proceeding based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the Laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. (b) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any Federal court of the United States of America sitting in the State of Delaware), and any appellate court from any thereof, in any Legal Proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any Legal Proceeding based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such Legal Proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any Federal court of the United States of America sitting in the State of Delaware), (ii) 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 Legal Proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any Legal Proceeding based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery, any Federal court of the United States of America sitting in the State of Delaware, or in any Delaware State court, (iii) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Legal Proceeding in any such court and (iv) agrees that a final judgment in any such Legal Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to it at the applicable address in Section 11.6 set forth below shall be effective service of process for any Legal Proceeding brought in any such court. (c) Notwithstanding anything to the contrary contained in Section 11.5(b), each of the parties (i) agrees that it will not bring or support any Legal Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources and their respective Affiliates and Representatives in any way relating to this Agreement or any of the Transactions, including but not limited to any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (ii) agrees that any such Legal Proceeding shall be governed by and construed in accordance with the Laws of the State of New York, without regard to conflicts of Law rules of such state that would result in the application of the Laws of any other state and (iii) and makes the agreements, waivers and consents set forth in Section 11.5(c) mutatis mutandis but with respect to the courts specified in this Section 11.5(c). Notwithstanding the foregoing, it is understood and agreed that (a) the interpretation of the definition of “Material Adverse Effect” (and whether or not a Material Adverse Effect has occurred), (b) the determination of the accuracy of any representation and warranty and whether as a result of any inaccuracy thereof Buyer has the right to terminate its obligations under this Agreement or to decline to consummate the Acquisition and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of this Agreement and, in any case, claims and disputes arising out of any such interpretation or determination or any aspect thereof, in each case, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any regardless of the Laws that might otherwise govern under applicable principles of conflict conflicts of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsthereof.

Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect reference to any applicable principles of the conflict of laws principles thereof that would cause require the Laws application of another the laws of a jurisdiction other than the State to otherwise govern this Agreementof Delaware. The Parties agree Each of the parties hereto irrevocably and unconditionally agrees that any Action seeking legal action or proceeding with respect to enforce any provision ofthis Agreement and the rights and obligations arising hereunder or relating hereto, or based on for recognition and enforcement of any matter arising out judgment in respect of or in connection with, this Agreement and the rights and obligations arising hereunder or the transactions contemplated hereby (whether relating hereto brought by any the other party or any of its Affiliates or against any party or any of its Affiliates) hereto shall be heard brought and determined exclusively in the Delaware Court of Chancery; providedChancery and any state appellate court therefrom within the State of Delaware (or, that if the Delaware Court of Chancery does not have declines to accept jurisdiction over such Actiona particular matter, such Action shall be heard and determined exclusively in the Superior Court of any state or federal court within the State of Delaware (Complex Commercial DivisionDelaware); provided, further, that if subject matter jurisdiction over the matter that is the subject . Each of the Action is vested exclusively parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the federal courts personal jurisdiction of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such aforesaid courts for the purpose of and agrees that it will not bring any Action arising out of or action relating to this Agreement brought by in any Party; (ii) agrees that service court other than the aforesaid courts. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, action or proceeding with respect to this Agreement: (a) any claim that it is not personally subject personally to the jurisdiction of the above-named courts, courts for any reason; (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise); and (c) to the fullest extent permitted by applicable legal requirements, that any claim that: (i) the Action suit, action or proceeding in such court is brought in an inconvenient forum, that ; (ii) the venue of the Action such suit, action or proceeding is improper; or (iii) this Agreement, or that this Agreement or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts. Each party further irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the above named courts; parties irrevocably and (iv) agrees not unconditionally waives, to move the fullest extent permitted by applicable law, any and all rights to transfer trial by jury in connection with any such Action legal action or proceeding arising out of or relating to a court other than any of the above-named courtsthis Agreement.

Governing Law; Consent to Jurisdiction. This Agreement and all matters arising out of or relating hereto, including its validity, construction and interpretation, shall be governed by, and construed in accordance with, by the laws of the State of DelawareDelaware (including in respect of the statute of limitations or other limitations period applicable to any claim, controversy or dispute), without giving effect regard to any applicable principles the laws as to choice or conflicts of conflict law. Each of laws that would cause the Laws parties hereto irrevocably (i) submits itself to the exclusive jurisdiction of another the Chancery Court of the State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of Delaware (or in connection withthe event, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively but only in the Delaware Court of Chancery; providedevent, that if the Delaware Court of Chancery such court does not have subject matter jurisdiction over such Actionaction or proceeding, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in or the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of any Action directly or indirectly based upon, relating to or arising out of or relating to this Agreement brought by any Partyor the Merger or the negotiation, execution or performance hereof or thereof; (ii) agrees that service of process it will be validly effected not attempt to deny or defeat such personal jurisdiction by sending notice in accordance with Section 12.3motion or other request for leave from any such court; and (iii) agrees that it will not bring any Action relating to this Agreement or the Merger in any court other than the Chancery Court of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, in the Superior Court of the State of Delaware or the United States District Court for the District of Delaware). Each of the parties hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such ActionAction with respect to this Agreement, (A) any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason other than the failure to serve in accordance with this Section 13.7, (B) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise), and (C) to the fullest extent permitted by the applicable Law, any claim that (1) the Action suit, action or proceeding in such court is brought in an inconvenient forum, that (2) the venue of the Action such suit, action or proceeding is improper, or that (3) this Agreement Agreement, or the transactions contemplated by subject matter of this Agreement Agreement, may not be enforced in or by any such courts. Each of the above named courts; parties hereby irrevocably consents to service being made through the notice procedures set forth in Section 13.3 and (iv) agrees not that service of any process, summons, notice or documents by personal delivery to move the respective addresses set forth in Section 13.3 shall be effective service of process for any litigation in connection with this Agreement or the transactions contemplated hereby. Nothing in this Section 13.7 shall affect the right of any party to transfer serve legal process in any such Action to a court other than any of the above-named courtsmatter permitted by Law.

Governing Law; Consent to Jurisdiction. (a) This Agreement and all proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without giving effect to any applicable principles of choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of another any jurisdiction other than the State of Delaware. (b) Each of the parties hereto hereby (i) expressly and irrevocably submits to otherwise govern this Agreement. The Parties agree that the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware and any Action seeking to enforce state appellate court therefrom, or, if no such state court has proper jurisdiction, the Federal District Court for the District of Delaware (the “Chosen Courts”), in the event any provision of, or based on any matter arising dispute arises out of this Agreement or in connection withthe transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts, (whether brought by any party or any of its Affiliates or against any party or any of its Affiliatesiv) shall be heard and determined exclusively in the Delaware Court of Chancery; providedwaives, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of such courts for the purpose venue of any Action proceeding arising out of or relating to this Agreement brought by any Party; in the Chosen Courts and (iiv) agrees that each of the other parties shall have the right to bring any proceeding for enforcement of a judgment entered by the Chosen Courts. Each of Parent, Xxxxxx Sub and the Company agrees that a final judgment in any proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (c) Each party irrevocably consents to the service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way outside the territorial jurisdiction of motion, defense, or otherwise, the Chosen Courts in any such Actionproceeding by mailing copies thereof by registered or certified United States mail, any claim that it is not subject personally postage prepaid, return receipt requested, to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced address as specified in or pursuant to Section 10.03. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtslegally available method.

Governing Law; Consent to Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any applicable the principles of conflict conflicts of laws that would cause law. Each of the Laws of another State parties hereto hereby irrevocably and unconditionally consents to otherwise govern this Agreement. The Parties agree that any Action seeking submit to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively exclusive jurisdiction in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts or any court of the United States of America, such Action shall be heard located in the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties hereby for any action, proceeding or investigation in any court or before any governmental authority (i"Litigation") submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service and the transactions contemplated hereby. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such ActionLitigation, the defense of sovereign immunity, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsaforesaid courts for any reason other than the failure to serve process in accordance with this Section 6.12, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise), and to the fullest extent permitted by applicable law, that the Action Litigation in any such court is brought in an inconvenient forum, that the venue of the Action such Litigation is improper, or that this Agreement Agreement, or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the above named courtsparties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and of the United States of America; provided that consent by PNC and (iv) agrees BlackRock to jurisdiction and service contained in this Section 6.12 is solely for the purpose referred to in this Section 6.12 and shall not be deemed to move be a general submission to transfer any such Action to a court said courts or in the State of Delaware other than any of the above-named courtsfor such purpose.

Governing Law; Consent to Jurisdiction. (a) This Agreement and the transactions contemplated herein, and all disputes between the parties under or related to this Agreement or the facts and circumstances leading to its execution or performance, whether in contract, tort or otherwise, shall be governed by, by and construed in accordance with, with the laws of the State of DelawareNew York, without giving effect reference to any applicable principles of the conflict of laws that would cause principles thereof (other than Sections 5-1401 and 5-1402 of the Laws New York General Obligations Law). (b) Each of another State the parties (i) irrevocably submits itself to otherwise govern this Agreement. The Parties agree that the personal jurisdiction of any Action seeking federal court of the United States of America sitting in the borough of Manhattan, New York, New York, as well as to enforce the jurisdiction of all courts to which an appeal may be taken from such courts, in any provision ofsuit, action or based on any matter proceeding arising out of or in connection withrelating to this Agreement, any of the transactions contemplated by this Agreement or the transactions contemplated hereby any facts and circumstances leading to its execution or performance, (whether brought by any party ii) agrees that all claims in respect of such suit, action or any of its Affiliates or against any party or any of its Affiliates) shall proceeding must be brought, heard and determined exclusively in the Delaware Court of Chancery; providedsuch courts, (iii) agrees that if the Delaware Court of Chancery does it shall not have attempt to deny or defeat such personal jurisdiction over by motion or other request for leave from such Actioncourts, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); providediv) agrees not to bring any suit, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of any Action action or proceeding arising out of or relating to this Agreement brought by or any Party; (ii) agrees that service of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in any other court and (v) waives any defense of inconvenient forum to the maintenance of any suit, action or by any proceeding so brought. (c) Each of the above named courtsparties agrees to waive any bond, surety or other security that might be required of any other party with respect to any action, suit or proceeding, including any appeal thereof. (d) Each of the parties agrees that service of any process, summons, notice or document in accordance with Section 9.5 hereof shall be effective service of process for any action, suit or proceeding brought against it; and provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by law. (e) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsEACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATION IN THIS SECTION 9.3.

Governing Law; Consent to Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any applicable the principles of conflict conflicts of laws that would cause law. Each of the Laws of another State parties hereto hereby irrevocably and unconditionally consents to otherwise govern this Agreement. The Parties agree that any Action seeking submit to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively exclusive jurisdiction in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts or any court of the United States of America, such Action shall be heard located in the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties hereby for any action, proceeding or investigation in any court or before any governmental authority (i"Litigation") submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service and the transactions contemplated hereby. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such ActionLitigation, the defense of sovereign immunity, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsaforesaid courts for any reason other than the failure to serve process in accordance with this Section 6.12, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise), and to the fullest extent permitted by applicable law, that the Action Litigation in any such court is brought in an inconvenient forum, that the venue of the Action such Litigation is improper, or that this Agreement Agreement, or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the above named courtsparties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and of the United States of America; provided that consent by PNC and (iv) agrees BlackRock to jurisdiction and service contained in this Section 6.12 is solely for the purpose referred to in this Section 6.12 and shall not be deemed to move be a general submission to transfer any such Action to a court said courts or in the State of Delaware other than any of the above-named courtsfor such purpose.

Governing Law; Consent to Jurisdiction. (a) This Agreement and all matters arising out of or relating to this Agreement or any of the transactions contemplated hereby, including all rights of the parties hereto (whether sounding in contract, tort, common or statutory law, equity or otherwise), shall be interpreted, construed and governed by, by and construed in accordance with, with the laws internal Laws of the State of Delaware, New York without giving effect to any applicable principles of choice or conflict of laws law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the Laws application of another State to otherwise govern this Agreement. The Parties agree that the Law of any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court other than those of the State of Delaware New York. (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject b) Each of the Action is vested exclusively in parties hereto (i) consents to submit itself to the exclusive jurisdiction of the courts of the State of New York and the federal courts of the United States of America, such Action shall be heard America located in the United States District Court for the District Borough of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of Manhattan in any Action Legal Proceeding arising out of or relating to this Agreement brought or any of the transactions contemplated by any Party; this Agreement, (ii) agrees that service all Claims in respect of process will any such Legal Proceeding may be validly effected by sending notice heard and determined in accordance with Section 12.3; any such court, (iii) irrevocably waivesagrees that it shall not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court, and (iv) agrees not to assert by way bring any Legal Proceeding arising out of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally relating to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or any of the transactions contemplated by this Agreement (whether in contract, tort, common or statutory law, equity or otherwise) in any other court and (v) agrees that a final judgment in any such Legal Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any applicable Law. Each of the above named courts; and (iv) parties hereto waives any defense of inconvenient forum to the maintenance of any Legal Proceeding brought in accordance with this Section 3.5(b). Each of the parties hereto agrees not to move to transfer that the service of any process, summons, notice or document in connection with any such Action to a court Legal Proceeding in the manner provided in Section 3.3 or in such other than any of the above-named courtsmanner as may be permitted by applicable Law, will be valid and sufficient service thereof. (c) EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION, (III) UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND (IV) MAKES THIS WAIVER VOLUNTARILY.

Governing Law; Consent to Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any applicable the principles of conflict conflicts of laws that would cause law. Each of the Laws of another State parties hereto hereby irrevocably and unconditionally consents to otherwise govern this Agreement. The Parties agree that any Action seeking submit to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively exclusive jurisdiction in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if unless such court does not have subject matter jurisdiction over in which case the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits parties submit to the exclusive jurisdiction of such the courts of the State of New York located in the Borough of Manhattan) or any court of the United States located in the State of Delaware, for the purpose of any Action action, proceeding or investigation in any court or before any governmental authority (“Litigation”) arising out of or relating to this Agreement brought by any Party; (ii) agrees that service and the transactions contemplated hereby. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such ActionLitigation, the defense of sovereign immunity, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsaforesaid courts for any reason other than the failure to serve process in accordance with this Section 6.12, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise), and to the fullest extent permitted by applicable law, that the Action Litigation in any such court is brought in an inconvenient forum, that the venue of the Action such Litigation is improper, or that this Agreement Agreement, or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the above named courtsparties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and of the United States of America; provided that consent by the Barclays Parties and (iv) agrees BlackRock to jurisdiction and service contained in this Section 6.12 is solely for the purpose referred to in this Section 6.12 and shall not be deemed to move be a general submission to transfer any such Action to a court said courts or in the State of Delaware other than any of the above-named courtsfor such purpose.

Governing Law; Consent to Jurisdiction. (a) This Agreement and all proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, construed, and construed enforced in accordance with, the laws of the State of Delaware, without giving effect to any applicable principles of choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of another any jurisdiction other than the State of Delaware. (b) Each of the parties hereto hereby (i) expressly and irrevocably submits to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision ofthe exclusive personal jurisdiction of the state courts of the State of Delaware, or based on any matter arising federal court sitting in the State of Delaware, in the event any dispute arises out of this Agreement or in connection withthe transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby (whether brought by in any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in court other than the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court state courts of the State of Delaware (Complex Commercial Division); providedDelaware, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively or any federal court sitting in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties hereby (iiv) submits waives, to the exclusive jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of such courts for the purpose venue of any Action proceeding arising out of or relating to this Agreement brought by any Party; Agreement, and (iiv) agrees that each of the other parties shall have the right to bring any proceeding for enforcement of a judgment entered by the state courts of the State of Delaware or any federal court sitting in the State of Delaware. Each of Parent, Merger Sub and the Company agrees that a final judgment in any proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (c) Each party irrevocably consents to the service of process will be validly effected by sending notice outside the territorial jurisdiction of the courts referred to in accordance with Section 12.3; (iii9.09(b) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwiseas applicable, in any such Actionproceeding by mailing copies thereof by registered or certified United States mail, any claim that it is not subject personally postage prepaid, return receipt requested, to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced address as specified in or pursuant to Section 9.03. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtslegally available method.

Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any regardless of the laws that might otherwise govern under applicable principles of conflict conflicts of laws that would cause thereof, except to the Laws extent the laws of another State North Carolina or England, or both, are mandatorily applicable to otherwise govern this Agreementthe Transactions. The Parties agree Each of the parties hereto irrevocably agrees that any Action seeking to enforce any provision ofaction, suit or based on any matter proceeding arising out of or in connection with, this Agreement or any Transaction and the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) rights and obligations arising hereunder, shall be heard brought and determined exclusively in the Delaware Court of Chancery; provided, that or, if the Delaware Court of Chancery does not have declines to accept jurisdiction over such Actiona particular matter, such Action shall be heard and determined exclusively in any Federal court within the Superior State of Delaware, or, if both the Delaware Court of Chancery and the Federal courts within the State of Delaware (Complex Commercial Division); provided, further, that if subject matter decline to accept jurisdiction over a particular matter, any other state court within the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District State of Delaware, and, in each case, any appellate court therefrom. Consistent with the preceding sentenceIn addition, each of the Parties hereby parties hereto (ia) submits consents to submit itself to the exclusive personal jurisdiction of such courts for court in the purpose of event any Action arising dispute arises out of or relating to this Agreement brought by or any Party; Transaction, (iib) agrees that service of process it will be validly effected not attempt to deny or defeat such personal jurisdiction by sending notice in accordance with Section 12.3; motion or other request for leave from any such court, (iiic) irrevocably waives, and unconditionally waives (and agrees not to assert by way plead or claim) any objection to the laying of motionvenue of any action, defense, suit or otherwise, proceeding arising out of this Agreement or any Transaction in any such Actioncourt or that any such action, any claim that it is not subject personally to the jurisdiction of the above-named courtssuit, that its property is exempt or immune from attachment or execution, that the Action is proceeding brought in such court has been brought in an inconvenient forum, (d) agrees that the venue it will not bring any action, suit or proceeding arising out of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced any Transaction in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any such court and (e) agrees that each of the above-named courtsother parties will have the right to bring any action, suit or proceeding for enforcement of a judgment entered by such court. Each of Parent, BATUS, Sub and the Company agrees that a final judgment in any action, suit or proceeding by any such court will be conclusive and may be enforced in other jurisdictions by suit on the Judgment or in any other manner provided by applicable Law. SECTION 9.09.

Governing Law; Consent to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or related to this Agreement, or the negotiation or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any applicable the principles of conflict conflicts of laws that would cause law. Each of the Laws parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court courts of the State of Delaware for any action, suit, investigation or proceeding, governmental or otherwise (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i“Proceeding”) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) and the Repurchase and further agrees that service of any process, summons, notice or document by U.S. mail to its respective address set forth in this Agreement shall be effective service of process will be validly effected by sending notice for any Proceeding brought against it in accordance with Section 12.3; (iii) any such court. Each of the parties hereto hereby irrevocably waivesand unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the Repurchase in the courts of the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Action, court that any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such Proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, that the venue of the Action is improperTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE REPURCHASE.

Governing Law; Consent to Jurisdiction. This Agreement and all matters arising out of or relating hereto, including its validity, construction and interpretation, shall be governed by, and construed in accordance with, by the laws of the State of Delaware, without giving effect regard to any applicable principles of the laws as to choice or conflict of laws, except to the extent that the laws that would cause of the Laws jurisdiction of another State incorporation of a Party shall govern its internal corporate affairs. Each Party to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection withby its execution hereof, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) hereby irrevocably submits to the exclusive jurisdiction and venue of such the state and federal courts located in Wilmington, Delaware, for the purpose of any Action action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or relating related to this Agreement brought by any Party; Agreement, (ii) agrees that service of process will be validly effected to the extent not prohibited by sending notice in accordance with Section 12.3; (iii) irrevocably waivesapplicable Law, hereby waives and agrees not to assert by way of motion, defense, as a defense or otherwise, in any such Actionaction, any claim that it is not subject personally to the personal jurisdiction of the above-named courts, that its property is exempt or immune from attachment or executionexecution by reason of a lack of personal jurisdiction, that the Action is any such proceeding brought in an inconvenient forum, that the venue one of the Action above-named courts is improperimproper by reason of a lack of personal jurisdiction or venue, or that this Agreement or the transactions contemplated by this Agreement subject matter hereof may not be enforced in or by any such court by reason of the above named courts; a lack of personal jurisdiction or improper venue, and (iviii) hereby agrees not to move commence any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or related to transfer any such Action to a court this Agreement other than any before one of the above-named courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts. Each Party hereby consents to and accepts service of process in any such proceeding in any manner permitted by Delaware law or if served pursuant to Section 10.4 hereof.

Governing Law; Consent to Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any applicable the principles of conflict conflicts of laws that would cause law. Each of the Laws of another State parties hereto hereby irrevocably and unconditionally consents to otherwise govern this Agreement. The Parties agree that any Action seeking submit to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively exclusive jurisdiction in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts or any court of the United States of America, such Action shall be heard located in the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties hereby for any action, proceeding or investigation in any court or before any governmental authority (i"Litigation") submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service and the transactions contemplated hereby. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such ActionLitigation, the defense of sovereign immunity, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsaforesaid courts for any reason other than the failure to serve process in accordance with this Section 7.10, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise), and to the fullest extent permitted by applicable law, that the Action Litigation in any such court is brought in an inconvenient forum, that the venue of the Action such Litigation is improper, or that this Agreement Agreement, or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the above named courtsparties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and of the United States of America; provided that consent by PNC and (iv) agrees BlackRock to jurisdiction and service contained in this Section 7.10 is solely for the purpose referred to in this Section 7.10 and shall not be deemed to move be a general submission to transfer any such Action to a court said courts or in the State of Delaware other than any of the above-named courtsfor such purpose.

Governing Law; Consent to Jurisdiction. (a) This Agreement and the legal relations among the parties hereto shall be governed by, by and construed interpreted in accordance with, the laws of the State of DelawareDelaware applicable to agreements made and to be performed entirely within such State. (b) Until the entry of an order either closing or dismissing the Bankruptcy Case, without giving effect to the parties hereto irrevocably elect as the sole judicial forum for the adjudication of any applicable principles of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter matters arising out of under or in connection withwith the Agreement, this Agreement or and consent to the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively exclusive jurisdiction of, the Bankruptcy Court in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with Delaware office. (c) After the preceding sentenceentry of an order either closing or dismissing the Bankruptcy Case, each of the Parties party to this Agreement hereby (i) irrevocably submits to the exclusive jurisdiction of such courts for any California state or federal court sitting or located in the purpose county of Los Angeles (a "California Court") in any Action arising out of or relating to this Agreement brought by any Party; (ii) or the other Transaction Documents, and each such party hereby irrevocably agrees that all claims in respect of such Action shall be heard and determined in such California Court. Each party, to the extent permitted by applicable Laws, hereby expressly waives any defense or objection to jurisdiction or venue based on the doctrine of forum non conveniens, and stipulates that any California Court shall have in personam jurisdiction and venue over such party for the purpose of litigating any dispute or controversy between the parties arising out of or related to this Agreement or the other Transaction Documents. In the event any party shall commence or maintain any Action arising out of or related to this Agreement in a forum other than a California Court, the other party shall be entitled to request the dismissal or stay of such Action, and each such party stipulates for itself that such Action shall be dismissed or stayed. To the extent that any party to this Agreement has or hereafter may acquire any immunity from jurisdiction of any California Court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, each such party hereby irrevocably waives such immunity. (d) After the entry of an order either closing or dismissing the Bankruptcy Case, each party irrevocably consents to the service of process will be validly effected of any of the California Courts in any such Action by sending notice any means permitted by the rules applicable in such California Court including, if permissible, personal delivery of the copies thereof or by the mailing of the copies thereof by certified mail, return receipt requested, postage prepaid, to it as its address specified in accordance with Section 12.3; 15.4 above, such service to become effective upon the earlier of (iiii) irrevocably waives, and agrees not to assert the date ten (10) calendar days after such mailing or (ii) any earlier date permitted by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsapplicable Law.

Governing Law; Consent to Jurisdiction. (a) This Agreement, and all claims, disputes, controversies or causes of action (whether in contract, tort, equity or otherwise) that may be based upon, arise out of or relate to this Agreement (including any schedule or exhibit hereto) or the negotiation, execution or performance of this Agreement (including any claim, dispute, controversy or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by, by and construed in accordance withall respects, including as to validity, interpretation and effect, by the laws Laws of the State of Delaware, without giving effect to any applicable principles of choice or conflict of laws law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause permit or require the application of the Laws of another a jurisdiction other than the State of Delaware. (b) Each of the Parties hereto irrevocably and unconditionally submits to otherwise govern this Agreement. The Parties agree that the exclusive personal jurisdiction of the Delaware Court of Chancery and any Action seeking state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to enforce accept jurisdiction over a particular matter, in which case any provision ofDelaware state court or any federal court within the State of Delaware may take jurisdiction), in any suit, action or based on any matter proceeding arising out of or relating to this Agreement, agrees that all claims under any theory of liability in connection withrespect of such suit, this Agreement action or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) proceeding may and shall be heard and determined exclusively in the Delaware Court of Chancery; providedany such court and agrees not to bring any suit, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts for the purpose of any Action action or proceeding arising out of or relating to this Agreement in any other court. Each Party irrevocably and unconditionally waives any defense of inconvenient forum or any other objection to the maintenance of any suit, action or proceeding so brought by and waives any Party; (ii) bond, surety or other security that might be required of any other Party with respect thereto. Each Party agrees that service of summons and complaint or any other process will that might be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, served in any such Actionsuit , action or proceeding may be made on such Party, and shall be effective service of process for any claim that it is not subject personally such suit, action or proceeding, by sending or delivering a copy of any such process to the jurisdiction Party to be served at the address of the aboveParty and in the manner provided for the giving of notices in Section 10.7. Nothing in this Section 10.11, however, shall affect the right of any Party to serve legal process in any other manner permitted by Law. Each Party agrees that a final, non-named courtsappealable judgment in any suit, that its property is exempt action or immune from attachment or execution, that the Action is proceeding so brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement shall be conclusive and may not be enforced by suit on the judgment or in or any other manner provided by any of the above named courts; and (iv) agrees not to move to transfer any such Action to a court other than any of the above-named courtsLaw.

Governing Law; Consent to Jurisdiction. (a) This Agreement, and any and all claims arising directly or indirectly out of or otherwise concerning this Agreement (whether based in contract, tort or otherwise) shall be governed by, and construed and enforced in accordance with, the laws Laws of the State of Delaware, Delaware (without giving effect regard to any applicable principles of conflict choice or conflicts of laws principles, whether of the State of Delaware or any other jurisdiction, that would cause might direct the Laws application of another State substantive Law to otherwise govern this Agreement. The Parties agree that ). (b) With respect to any Action seeking to enforce any provision of, and all Proceedings arising directly or based on any matter arising indirectly out of or in connection with, otherwise relating to this Agreement or the transactions contemplated hereby Transactions, each of the Parties: (whether brought by any party or any of its Affiliates or against any party or any of its Affiliatesi) shall be heard irrevocably and determined exclusively in unconditionally submits and consents to the Delaware Court of Chancery; provided, that if exclusive jurisdiction of: (A) the Delaware Court of Chancery does not have jurisdiction over of the State of Delaware or, if such ActionCourt of Chancery lacks subject matter jurisdiction, such Action shall be heard and determined exclusively in the Complex Commercial Division of the Superior Court of the State of Delaware or (Complex Commercial Division); provided, further, B) in the event that if subject matter a Proceeding involves claims exclusively within the jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of Americacourts, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with Delaware (all such courts, collectively, the preceding sentence“Chosen Courts” and, individually, each of the Parties hereby (i) submits a “Chosen Court”), for itself and with respect to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Partyits property; (ii) agrees that service all claims in respect of process will such Proceeding shall be validly effected by sending notice heard and determined only in accordance with Section 12.3any Chosen Court (and the appropriate respective appellate courts therefrom); (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is shall not subject personally attempt to the deny or defeat such personal jurisdiction of the above-named courts, that its property is exempt by motion or immune other request for leave from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courtsChosen Court; and (iv) agrees that, except in connection with any Proceeding brought against a party in another jurisdiction by an independent third person, it shall not bring any Proceeding directly or indirectly relating to move to transfer any such Action to a court other than this Agreement or any of the above-named courtstransactions contemplated hereby in any forum other than a Chosen Court, except for the purpose of enforcing any award or judgment; and (v) agrees that it shall not assert and waives any objection it may have based on inconvenient forum to the maintenance of any action or proceeding so brought. Each Party may make service on another Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 9.2. Nothing in this Section 9.7, however, shall affect the right of any person to serve legal process in any other manner permitted by Law.

Governing Law; Consent to Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any applicable the principles of conflict conflicts of laws that would cause law. Each of the Laws of another State parties hereto hereby irrevocably and unconditionally consents to otherwise govern this Agreement. The Parties agree that any Action seeking submit to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively exclusive jurisdiction in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts or any court of the United States of America, such Action shall be heard located in the United States District Court for the District State of Delaware. Consistent with the preceding sentence, each of the Parties hereby for any action, proceeding or investigation in any court or before any governmental authority (i“Litigation”) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service and the transactions contemplated hereby. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such ActionLitigation, the defense of sovereign immunity, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsaforesaid courts for any reason other than the failure to serve process in accordance with this Section 9.10, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise), and to the fullest extent permitted by applicable law, that the Action Litigation in any such court is brought in an inconvenient forum, that the venue of the Action such Litigation is improper, or that this Agreement Agreement, or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the above named courtsparties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and of the United States of America; provided that consent by the Purchaser and (iv) agrees BlackRock to jurisdiction and service contained in this Section 9.10 is solely for the purpose referred to in this Section 9.10 and shall not be deemed to move be a general submission to transfer any such Action to a court said courts or in the State of Delaware other than any of the above-named courtsfor such purpose.

Governing Law; Consent to Jurisdiction. This Agreement and all disputes, actions or proceedings arising out of or relating to this Agreement or the negotiation, validity or performance hereunder or the transactions contemplated hereby and/or the rights and obligations of the parties to this Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, without giving effect regard to any applicable principles of its conflict of laws that would cause provisions. Each of the Laws parties hereto hereby irrevocably and unconditionally consents to the jurisdiction of another State the Center for Public Resources to otherwise govern this Agreement. The Parties agree that resolve any Action seeking such dispute, action or proceeding (except with respect to enforce any provision ofequitable remedy to which a party is entitled), or based on any matter arising out and further consents to the jurisdiction of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court courts of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in Colorado and the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of such courts Colorado for the purpose of enforcing the arbitration provisions of Section 11.7 and pursuing any Action arising out equitable remedy. Each of the parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such dispute, action or relating to this Agreement brought by any Party; (ii) agrees that service proceeding before the Center for Public Resources based on a lack of process will be validly effected by sending notice in accordance with Section 12.3; (iii) irrevocably waivespersonal jurisdiction or the laying of venue, and agrees hereby further irrevocably and unconditionally waive and agree not to assert by way of motion, defense, plead or otherwise, claim in any such Action, any claim court that it is not subject personally to arbitration before the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is Center for Public Resources has been brought in an inconvenient forum, that the venue . Each of the Action is improperparties hereto further agree that service of process, summons, notice or that this Agreement or the transactions contemplated document by this Agreement may not U.S. registered mail to such party’s address set forth in Section 11.8 hereof shall be enforced in or by any effective service of the above named courts; and (iv) agrees not to move to transfer process for any such Action to a court other than dispute, action or proceeding brought against such party in any of the above-named courts.such court. Exhibit 10.17

Governing Law; Consent to Jurisdiction. (i) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any applicable the principles of conflict conflicts of laws that would cause law. Each of the Laws parties hereto hereby irrevocably and unconditionally consents to submit to the non-exclusive jurisdiction of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court courts of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts New York and of the United States of America, such Action shall be heard in each case located in the United States District Court County of New York, for the District of Delaware. Consistent with the preceding sentenceany action, each of the Parties hereby proceeding or investigation in any court or before any governmental authority (i"Litigation") submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service and the transactions contemplated hereby. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such ActionLitigation, the defense of sovereign immunity, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsaforesaid courts for any reason other than the failure to serve process in accordance with this Section 5.5, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise), and to the fullest extent permitted by applicable law, that the Action Litigation in any such court is brought in an inconvenient forum, that the venue of the Action such Litigation is improper, or that this Agreement Agreement, or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fettxx xx delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. (ii) BNP hereby irrevocably designates FABC (in such capacity, the "Process Agent"), with an office at 200 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, xx its designee, appointee and agent to receive, for and on its behalf service of process in such jurisdiction in any Litigation arising out of or relating to this Agreement and such service shall be deemed complete upon delivery thereof to the Process Agent; provided that in the case of any such service upon the Process Agent, the party effecting such service shall also deliver a copy thereof to BNP in the manner provided in Section 5.1. Each of FHI and BNP further irrevocably consents to the service of process out of any of the above named courts; and (iv) agrees not to move to transfer aforementioned courts in any such Action Litigation by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. BNP expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York and of the United States of America; provided that BNP's consent to jurisdiction and service contained in this Section 5.5 is solely for the purpose referred to in this Section 5.5 and shall not be deemed to be a court general submission to said courts or in the State of New York other than any of for such purpose. If the above-named courts.Process Agent shall cease to act as such or to exist, BNP covenants that it shall appoint without delay another such agent reasonably satisfactory to FHI. 16

Governing Law; Consent to Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws Laws of the State of DelawareNew York (except to the extent that mandatory provisions of the Laws of Bermuda govern), without giving effect to any applicable its principles or rules of conflict of laws that laws, to the extent such principles or rules are not mandatorily applicable by statute and would cause permit or require the application of the Laws of another State to otherwise govern this Agreementjurisdiction. The Parties agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court Each of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the District of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) parties hereto submits to the exclusive jurisdiction of such courts any state or federal court sitting in the Borough of Manhattan in the City of New York for the purpose of any Action action, proceeding or investigation in any court or before any Governmental Authority (“Litigation”) arising out of or relating to this Agreement brought by any Party; (ii) agrees that service and the transactions contemplated hereby. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such ActionLitigation, the defense of sovereign immunity, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsaforesaid courts for any reason other than the failure to serve process in accordance with this Section 5.11, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise), and to the fullest extent permitted by Applicable Law, that the Action Litigation in any such court is brought in an inconvenient forum, that the venue of the Action such Litigation is improper, or that this Agreement Agreement, or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by Applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the above named courtsparties irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of New York, Bermuda, Massachusetts and of the United States of America; provided that consent by MassMutual and (iv) agrees Invesco to jurisdiction contained in this Section 5.11 is solely for the purpose referred to in this Section 5.11 and shall not be deemed to move be a general submission to transfer any such Action to a court said courts or in the State of New York other than any of the above-named courtsfor such purpose.

Governing Law; Consent to Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of DelawareNew York, without giving effect regard to any applicable principles of the conflict of laws principles thereof that would cause require the Laws application of another State to otherwise govern this Agreementthe law of any other jurisdiction. The Parties agree that any Action seeking parties irrevocably and unconditionally consent to enforce any provision of, or based on any matter arising out submit to the exclusive jurisdiction of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of Delaware (Complex Commercial Division); provided, further, that if subject matter jurisdiction over the matter that is the subject of the Action is vested exclusively in the federal courts of the United States of America, such Action shall be heard in the United States District Court for the Southern District of Delaware. Consistent with the preceding sentenceNew York solely and specifically for any action, each of the Parties hereby proceeding or investigation in any court or before any governmental authority (i“Litigation”) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service and the transactions contemplated hereby. Each of process will be validly effected by sending notice in accordance with Section 12.3; (iii) the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such ActionLitigation, the defense of sovereign immunity, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsaforesaid courts for any reason other than the failure to serve process in accordance with this Section 7.9, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise), and to the fullest extent permitted by applicable law, that the Action Litigation in any such court is brought in an inconvenient forum, that the venue of the Action such Litigation is improper, or that this Agreement Agreement, or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the above named courtsparties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York and of the United States of America; provided that consent by the Selling Shareholder and (iv) agrees Regeneron to jurisdiction and service contained in this Section 7.9 is solely for the purpose referred to in this Section 7.9 and shall not be deemed to move be a general submission to transfer any such Action to a court said courts or in the State of New York other than any of the above-named courtsfor such purpose.