Common use of Governing Law; Jurisdiction and Forum; Waiver of Jury Trial Clause in Contracts

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (ii) Each party to this Agreement irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iii) EACH 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 HEREBY.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (ii) Each party to this Agreement irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties Parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iii) EACH 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 HEREBY.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with under the substantive laws of the State of New York applicable Delaware, without regard to contracts executed and to be performed wholly within such State and without reference to the choice-of-Delaware choice of law principles that would result in the application of the laws of a different jurisdictionprovisions. (iib) Each party to this Agreement hereto irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York any Delaware state court or any federal court of sitting in the State of New York located Delaware in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties hereto further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each party hereto hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) Each party hereto waives, to the fullest extent permitted by applicable laws, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement. Each party hereto certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 16.7.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware without reference to the choice-of-choice of law principles that would result in the application of the laws of a different jurisdictionthereof. (iib) Each party to this Agreement Member hereto irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York any Delaware state court or any federal court of sitting in the State of New York located Delaware in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement Member hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties Members further agree, to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any Member has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Member hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) Each Member waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement. Each Member certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 10.2.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement Agreement, the rights of the Parties hereunder and all Actions arising in whole or in part under or in connection with this Agreement, the transactions contemplated hereby, the negotiation of any of the foregoing or the relationship of the Parties under or in connection with any of the foregoing (in each case, whether sounding in contract, tort or statute, and whether at law or in equity), shall be governed by and construed in accordance with the laws Laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such State state and without reference to the choice-of-law principles that would result in the application of the laws Laws of a different jurisdiction. (iib) Each party to this Agreement Party irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any court Chancery of the State of New York Delaware located in New Castle County (or, solely if such district court declines jurisdiction, in any suit, action or other proceeding federal court located in the State of Delaware) any Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such court. Each party to this Agreement Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, (i) to the extent permitted by lawLaw, that final and unappealable nonappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States U.S. by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentjudgment and (ii) that service of process upon such Party in any such Action shall be effective if notice is given in accordance with Section 13.7. (iiic) EACH PARTY TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY IRREVOCABLY WAIVE, AND UNCONDITIONALLY WAIVES COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION DESCRIBED IN SECTION 13.3(a), WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT COURT AS WRITTEN EVIDENCE OF OR RELATING THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYWAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION DESCRIBED IN SECTION 13.3(a) AND THAT SUCH ACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. (d) Each Party to this Agreement certifies that it has been induced to enter into this Agreement or instrument by, among other things, the mutual waivers and certifications set forth above in this Section 13.3. No Party has in any way agreed with or represented to any other Party that the provisions of this Section 13.3 will not be fully enforced in all instances.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (ii) Each party to this Agreement Party irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party to this Agreement Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties Parties further agree, to the extent permitted by applicable law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iii) EACH 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 HEREBY.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement Amendment shall be governed by and construed in accordance with the laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (iib) Each party to this Agreement Amendment irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district any suit, action or other proceeding arising out of or relating to this AgreementAmendment, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party to this Agreement Amendment hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY TO THIS AMENDMENT WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING TO IN ANY WAY CONNECTED WITH THIS AGREEMENT AMENDMENT, OR ANY OTHER AMENDMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYHEREIN OR THEREIN. NO PARTY TO THIS AMENDMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AMENDMENT OR ANY RELATED INSTRUMENTS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AMENDMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 3. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement and any claim or controversy arising out of or relating to the transactions contemplated hereby shall be governed by and interpreted and construed in accordance with the laws Laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such the State of Delaware and without reference to the choice-of-law principles or rules of conflict of laws that would result in in, require or permit the application of the laws Laws of a different jurisdiction or direct a matter to another jurisdiction. (iib) Each party to this Agreement Party irrevocably and unconditionally submits to the jurisdiction of the United States District Court for the Southern District of New York or any court Chancery of the State of New York Delaware (or, solely if such courts decline jurisdiction, in any federal court located in the State of Delaware) (any such district court, a “Chosen Court”) any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably and unconditionally agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such courta Chosen Court. Each party to this Agreement Party hereby irrevocably and unconditionally waives, to the fullest extent that it may effectively do so, the any defense of an inconvenient forum which such Party may now or hereafter have to the maintenance of such suit, action or other proceeding. The parties Parties further agree, (i) to the extent permitted by lawLaw, that final and unappealable nonappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentjudgment and (ii) that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 8.7. (iiic) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING TO IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 8.5. NO PARTY (OR ITS REPRESENTATIVE) HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 8.5 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement, and all claims or causes of action (whether based on contract, tort or any other theory) 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 of the State of New York Delaware applicable to contracts executed negotiated, made and to be performed wholly within in such State and without reference giving effect to the choice-of-choice of law principles of such State or other jurisdiction that would result in require or permit the application of the laws of a different another jurisdiction. (iib) Each party of the Parties hereto irrevocably consents to the exclusive jurisdiction and venue of any court within the State of Delaware in connection with any matter based upon or arising out of this Agreement irrevocably submits to or the jurisdiction of matters contemplated herein, agrees that process may be served upon them in any manner authorized by the United States District Court for the Southern District of New York or any court laws of the State of New York located Delaware for such Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. (c) Each Party to this Agreement knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in such district any suit, action or Action brought by any of them against any other proceeding arising out of or relating to in any way connected with this Agreement, and hereby irrevocably agrees that all claims or any other agreements executed in respect connection herewith or the administration thereof or any of such suit, action the transactions contemplated herein or proceeding may be heard and determined in such courttherein. Each party No Party to this Agreement hereby irrevocably waivesshall seek a jury trial in any Action based upon, or arising out of, this Agreement or any related instruments or the relationship between the Parties. No Party will seek to the fullest extent consolidate any such Action in which a jury trial has been waived with any other Action in which a jury trial cannot be or has not been waived. Each Party to this Agreement certifies that it may effectively do sohas been induced to enter into this Agreement or instrument by, among other things, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingmutual waivers and certifications set forth above in this Section 11.2. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them No Party has in any suit, action way agreed with or represented to any other proceeding contemplated above shall Party that the provisions of this Section 11.2 will not be conclusive and may be fully enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentall instances. (iii) EACH 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 HEREBY.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware without reference to the choice-of-choice of law principles that would result in the application of the laws of a different jurisdictionthereof. (iib) Each party to this Agreement hereto irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York any Delaware state court or any federal court of sitting in the State of New York located Delaware in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties hereto further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each party hereto hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) Each party hereto waives, to the fullest extent permitted by applicable laws, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement. Each party hereto certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 12.2.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (ii) Each party to this Agreement irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district the City of New York, Borough of Manhattan for any suit, action or other proceeding arising out of or relating to this Agreement, Agreement and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties further agree, to the extent permitted by law, that a final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iii) EACH 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 HEREBY.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of New York applicable Delaware, without regard to contracts executed and to be performed wholly within such any choice or conflict of Law provision or rule (whether of the State and without reference to the choice-of-law principles of Delaware or any other jurisdiction) that would result in cause the application of the laws Laws of a different jurisdiction. any jurisdiction other than the State of Delaware. In addition, each of the parties hereto (iii) Each party to this Agreement irrevocably submits to the exclusive personal jurisdiction of any state or federal court sitting in the United States District Court for the Southern District of New York or any court Chancery of the State of New York located Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (and, in such district the case of appeals, appropriate appellate courts therefrom), in the event that any suitdispute (whether in contract, action tort or other proceeding arising otherwise) arises out of or in connection with the evaluation (including due diligence), negotiation, execution or performance of this Agreement or the Transaction or the other 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 Proceeding relating to the evaluation (including due diligence), negotiation, execution or performance of this Agreement, Agreement or the Transaction or the other transactions contemplated hereby in any court other than the above-named courts; and hereby irrevocably (iv) agrees that all claims it will not seek to assert by way of motion, as a defense or otherwise, that any such Proceeding (A) is brought in respect an inconvenient forum, (B) should be transferred or removed to any court other than one of such suitthe above-named courts, action (C) should be stayed by reason of the pendency of some other proceeding in any court other than one of the above-named court, or proceeding (D) that this Agreement or the subject matter hereof may not be heard and determined enforced in such courtor by the above-named courts. Each party to this Agreement hereby irrevocably waives, to the fullest extent hereto agrees that it may effectively do so, the defense service of an inconvenient forum to the maintenance of process upon such suit, action or other proceeding. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them party in any suit, action or other proceeding contemplated above such Proceeding shall be conclusive and may be enforced effective if notice is given in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentaccordance with Section 8.04. (iiib) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY TO THIS AGREEMENT WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING TO IN ANY WAY CONNECTED WITH THE EVALUATION (INCLUDING DUE DILIGENCE), NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT OR THE TRANSACTION OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR THE TRANSACTION OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THE EVALUATION (INCLUDING DUE DILIGENCE), NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT OR THE TRANSACTION OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR ANY RELATED INSTRUMENTS. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 8.11(b). NO PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 8.11(b) WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware without reference to the choice-of-choice of law principles that would result in the application of the laws of a different jurisdictionthereof. (iib) Each party to this Agreement Party irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York any Delaware state court or any federal court of sitting in the State of New York located Delaware in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties Parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Party hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) 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 action, suit or proceeding arising out of or relating to this Agreement. Each Party certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 6.2.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware without reference to the choice-of-choice of law principles that would result in the application of the laws of a different jurisdictionthereof. (iib) Each party to this Agreement hereto irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York any Delaware state court or any federal court of sitting in the State of New York located Delaware in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties hereto further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each party hereto hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) Each party hereto waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement. Each party hereto certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 8.2.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with under the substantive laws of the State of New York applicable Delaware, without regard to contracts executed and to be performed wholly within such State and without reference to the choice-of-Delaware choice of law principles that would result in the application of the laws of a different jurisdictionprovisions. (iib) Each party to this Agreement hereto irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York any Delaware state court or any federal court of sitting in the State of New York located Delaware in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties hereto further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any party hereto has of hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each party hereto hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) Each party hereto waives, to the fullest extent permitted by applicable laws, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement. Each party hereto certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 16.7.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware without reference to the choice-of-choice of law principles that would result in the application of the laws of a different jurisdictionthereof. (iib) Each party to this Agreement of the parties hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York any Delaware state or any federal court of the State of New York located appropriate jurisdiction in such district any suit, action or other proceeding Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such Delaware state or federal court. Each party to this Agreement of the parties hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties further agree, to the extent permitted by lawapplicable Law, that any final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States U.S. by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) 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 Action arising out of or relating to this Agreement. Each party certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 11.2.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law or conflict of law principles (whether of the State of New York or any other jurisdiction) that would result in the application of the laws of a different jurisdiction. (iib) Each party Party to this Agreement irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of any New York state or federal court in any court of the State of New York located in such district any suit, action or other proceeding Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such New York state or federal court. Each party to this Agreement Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suitAction. (c) Each Party knowingly, action or other proceeding. The parties further agree, intentionally and voluntarily waives to the fullest extent permitted by law, that final and unappealable judgment against applicable Law trial by jury in any Action brought by any of them against the other in any suitway arising out of or relating to this Agreement, or any other agreements executed in connection herewith or the administration thereof or any of the transactions contemplated herein or therein. No Party to this Agreement shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon, or arising out of, this Agreement or any related instruments or the relationship between the Parties. No Party will seek to consolidate any such action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. Each Party to this Agreement certifies that it has been induced to enter into this Agreement or instrument by, among other proceeding contemplated things, the mutual waivers and certifications set forth above shall in this Section 11.2. No Party has in any way agreed with or represented to any other Party that the provisions of this Section 11.2 will not be conclusive and may be fully enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentall instances. (iii) EACH 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 HEREBY.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (ii) Each party to this Agreement irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties further agree, to the extent permitted by lawApplicable Law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iii) EACH 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 HEREBY.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) 3.4.1 This Agreement Amendment shall be governed by and construed in accordance with under the substantive laws of the State of New York applicable Delaware, without regard to contracts executed and to be performed wholly within such State and without reference to the choice-of-Delaware choice of law principles that would result in the application of the laws of a different jurisdictionprovisions. (ii) 3.4.2 Each party to this Agreement hereto irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York any Delaware state court or any federal court of sitting in the State of New York located Delaware in such district any suit, action or other proceeding arising out of or relating to this AgreementAmendment, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties hereto further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. 3.4.3 To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (iiiwhether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) EACH 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 HEREBYwith respect to itself or its property, each party hereto hereby irrevocably waives such immunity in respect of its obligations with respect to this Amendment. 3.4.4 Each party hereto waives, to the fullest extent permitted by applicable laws, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Amendment. Each party hereto certifies that it has been induced to enter into this Amendment by, among other things, the mutual waivers and certifications set forth above in this Section 3.4.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws Laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws Laws of a different jurisdiction. (iib) Each party to this Agreement Party irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York or any court Chancery of the State of New York Delaware (or, solely if such court declines jurisdiction, in any federal court located in such district the State of Delaware) any suit, action or other proceeding Action arising out of or relating to this AgreementAgreement or the Debt Financing, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such court. Each party to this Agreement Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, (i) to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentjudgment and (ii) that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.7. (iiic) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY TO THIS AGREEMENT WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING IN ANY WAY CONNECTED WITH THIS AGREEMENT (INCLUDING ANY SUIT, ACTION OR OTHER PROCEEDING AGAINST OR INVOLVING ANY DEBT FINANCING SOURCE, INCLUDING THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS), OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 11.3. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 11.3 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. (d) Notwithstanding anything herein to the contrary, each Party agrees (i) that (x) any action of any kind or nature, whether at law or equity, in contract, in tort or otherwise, against a Financing Source in connection with this Agreement, the Debt Financing, any Alternative Financing, the Debt Commitment Letters or the Fee Letters (or any commitment letter or fee letter in connection with an Alternative Financing) or the transactions or services contemplated hereby or thereby shall be brought exclusively in a state or federal court sitting in the Borough of Manhattan within the City of New York, New York and the appellate courts thereof, (y) it will not permit any of its controlled Affiliates to bring or support anyone else in bringing such claim, suit, action or proceeding in any court other than a state or federal court sitting in the Borough of Manhattan within the City of New York, New York and (z) each Party submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (ii) that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 11.7 shall be effective service of process against it for any such action brought in any such court, (iii) to waive and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such Action in any such court, (iv) 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, (v) that the Laws of the State of New York shall govern any such Action and (vi) to irrevocably waive and hereby waives any right to a trial by jury in any such action to the same extent such rights are waived pursuant to clause (c) of this Section 11.3.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement and any claim or controversy arising out of or relating to the transactions contemplated hereby shall be governed by and interpreted and construed in accordance with the laws Laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such the State of Delaware and without reference to the choice-of-law principles or rules of conflict of laws that would result in in, require or permit the application of the laws Laws of a different jurisdiction or direct a matter to another jurisdiction. (iib) Each party to this Agreement Party irrevocably and unconditionally submits to the jurisdiction of the United States District Court for the Southern District of New York or any court Chancery of the State of New York Delaware (or, solely if such courts decline jurisdiction, in any federal court located in such district the State of Delaware) any suit, action or other proceeding Action arising out of or relating to this Agreement, and hereby irrevocably and unconditionally agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such court. Each party to this Agreement Party hereby irrevocably and unconditionally waives, to the fullest extent that it may effectively do so, the any defense of an inconvenient forum which such Party may now or hereafter have to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, (i) to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentjudgment and (ii) that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.7. (iiic) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THIS AGREEMENT WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, INCLUDING ANY ACTION RELATING TO THE DEBT FINANCING OR THE PERFORMANCE THEREOF OR INVOLVING ANY DEBT FINANCING SOURCE. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS (INCLUDING THE DEBT COMMITMENT LETTERS) OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 11.3. NO PARTY (OR ITS REPRESENTATIVE, AGENT OR ATTORNEY) HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 11.3 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (ii) Each party to this Agreement irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties Parties further agree, to the extent permitted by lawApplicable Law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iii) EACH 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 HEREBY.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement and any claim or controversy arising out of or relating to the transactions contemplated hereby shall be governed by and interpreted and construed in accordance with the laws Laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such the State of Delaware and without reference to the choice-of-law principles or rules of conflict of laws that would result in in, require or permit the application of the laws Laws of a different jurisdiction or direct a matter to another jurisdiction. (iib) Each party to this Agreement Party irrevocably and unconditionally submits to the jurisdiction of the United States District Court for the Southern District of New York or any court Chancery of the State of New York Delaware (or, solely if such courts decline jurisdiction, in any federal court located in the State of Delaware) (any such district court, a “Chosen Court”) any suit, action or other proceeding Action arising out of or relating to this Agreement, and hereby irrevocably and unconditionally agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such courta Chosen Court. Each party to this Agreement Party hereby irrevocably and unconditionally waives, to the fullest extent that it may effectively do so, the any defense of an inconvenient forum which such Party may now or hereafter have to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, (i) to the extent permitted by lawLaw, that final and unappealable nonappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentjudgment and (ii) that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 12.7. (iiic) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THIS AGREEMENT WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 12.5. NO PARTY (OR ITS REPRESENTATIVE) HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 12.5 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware without reference to the choice-of-choice of law principles that would result in the application of the laws of a different jurisdictionthereof. (iib) Each party to this Agreement of the parties hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York any Delaware state or any federal court of the State of New York located appropriate jurisdiction in such district any suit, action or other proceeding Action arising out of or relating to this AgreementAgreement or the Subsidiary Purchase Agreements, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such Delaware state or federal court. Each party to this Agreement of the parties hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties further agree, to the extent permitted by lawapplicable Law, that any final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) 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 Action arising out of or relating to this Agreement. Each party certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 11.2.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement and any claim or controversy arising out of or relating to the transactions contemplated hereby shall be governed by and interpreted and construed in accordance with the laws Laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such the State of Delaware and without reference to the choice-of-law principles or rules of conflict of laws that would result in in, require or permit the application of the laws Laws of a different jurisdiction or direct a matter to another jurisdiction. (iib) Each party to this Agreement Party irrevocably and unconditionally submits to the jurisdiction of the United States District Court for the Southern District of New York or any court Chancery of the State of New York Delaware (or, solely if such courts decline jurisdiction, in any federal court located in the State of Delaware) (any such district court, a “Chosen Court”) any suit, action or other proceeding Action arising out of or relating to this Agreement, and hereby irrevocably and unconditionally agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such courta Chosen Court. Each party to this Agreement Party hereby irrevocably and unconditionally waives, to the fullest extent that it may effectively do so, the any defense of an inconvenient forum which such Party may now or hereafter have to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, (i) to the extent permitted by lawLaw, that final and unappealable nonappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentjudgment and (ii) that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 13.7. (iiic) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THIS AGREEMENT WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 13.5. NO PARTY (OR ITS REPRESENTATIVE) HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 13.5 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement, and all claims or causes of action (whether based on contract, tort or any other theory) 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 of the State of New York Delaware applicable to contracts executed negotiated, made and to be performed wholly within in such State and without reference giving effect to the choice-of-choice of law principles of such State or other jurisdiction that would result in require or permit the application of the laws of a different another jurisdiction. (iib) Each party of the Parties hereto irrevocably consents to the exclusive jurisdiction and venue of any court within the State of Delaware in connection with any matter based upon or arising out of this Agreement irrevocably submits to or the jurisdiction of matters contemplated herein, agrees that process may be served upon them in any manner authorized by the United States District Court for the Southern District of New York or any court laws of the State of New York located Delaware for such Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. (c) Each Party knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in such district any suit, action or Action brought by any of them against any other proceeding arising out of or relating to in any way connected with this Agreement, and hereby irrevocably agrees that all claims or any other agreements executed in respect connection herewith or the administration thereof or any of the transactions contemplated herein or therein. Neither Party shall seek a jury trial in any Action based upon, or arising out of, this Agreement. Neither Party shall seek to consolidate any such suit, action Action in which a jury trial has been waived with any other Action in which a jury trial cannot be or proceeding may be heard and determined in such courthas not been waived. Each party Party certifies that it has been induced to enter into this Agreement hereby irrevocably waivesor instrument by, to the fullest extent that it may effectively do soamong other things, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingmutual waivers and certifications set forth in this Section 13.2. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them No Party has in any suit, action way agreed with or represented to any other proceeding contemplated above Party that the provisions of this Section 13.2 shall not be conclusive and may be fully enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentall instances. (iii) EACH 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 HEREBY.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) 2.4.1 This Agreement Amendment shall be governed by and construed in accordance with under the substantive laws of the State of New York applicable Delaware, without regard to contracts executed and to be performed wholly within such State and without reference to the choice-of-Delaware choice of law principles that would result in the application of the laws of a different jurisdictionprovisions. (ii) 2.4.2 Each party to this Agreement hereto irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York any Delaware state court or any federal court of sitting in the State of New York located Delaware in such district any suit, action or other proceeding arising out of or relating to this AgreementAmendment, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties hereto further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. 2.4.3 To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (iiiwhether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) EACH 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 HEREBYwith respect to itself or its property, each party hereto hereby irrevocably waives such immunity in respect of its obligations with respect to this Amendment. 2.4.4 Each party hereto waives, to the fullest extent permitted by applicable laws, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Amendment. Each party hereto certifies that it has been induced to enter into this Amendment by, among other things, the mutual waivers and certifications set forth above in this Section 2.4.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement, and all Actions based upon, arising out of or related to this Agreement or the transactions contemplated hereby, shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware, without reference regard to the choice-of-conflicts of law rules or principles that would result in the application of the laws law of a different jurisdictionany other state. (iib) Each party to this Agreement of the Parties (i) irrevocably submits consents to the jurisdiction service of the United States District Court for the Southern District of New York or summons and complaint and any court of the State of New York located in such district other process with respect to any suitAction based upon, action or other proceeding arising out of or relating related to this AgreementAgreement or any of the transactions contemplated hereby, on behalf of itself or its property, in accordance with Section 11.7, and hereby (ii) subject to Section 11.3(c) below, (A) irrevocably and unconditionally consents and submits itself and its property with respect to any such Action to the exclusive general jurisdiction of the Chosen Courts, (B) agrees that all claims it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (C) irrevocably and unconditionally agrees that any Action based upon, arising out of or related to this Agreement or any of the transactions contemplated hereby shall be brought, tried and determined only in respect the Chosen Courts, (D) waives any objection that it may now or hereafter have to the venue of any such suit, action or proceeding may be heard in any such Chosen Court or that any such Action was brought in an inconvenient court and determined in such court. Each party agrees not to plead or claim the same and (E) agrees that it shall not bring any Action based upon, arising out of or related to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them the transactions contemplated hereby in any suit, action or court other proceeding contemplated than the aforesaid Chosen Courts. Each of Seller and Purchaser agrees that a final judgment in any Action in such Chosen Court as provided above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States jurisdictions by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentjudgment or in any other manner provided by applicable Law. (iiic) If, and only if, the Chosen Courts would not have jurisdiction over all or any portion of an Action based upon, arising out of or related to this Agreement or any of the transactions contemplated hereby (all or such portion of an Action that the Chosen Courts would not have jurisdiction over, an “Arbitration Action”), the Parties agree that the Arbitration Action will be finally settled by binding arbitration conducted under the then current rules for non-administered arbitration of the International Institute for Conflict Prevention and Resolution (“CPR”, such rules the “CPR Rules”). Any Arbitration Action shall, upon twenty (20) days written notice to the other party (an “Arbitration Notice”), be submitted to CPR arbitration conducted before a panel of three arbitrators in New York, New York. In connection with an Arbitration Action, Seller and Purchaser will each promptly (and in any event within fifteen (15) days) after an Arbitration Notice appoint one arbitrator (the “Party-Appointed Arbitrators”), and the Party-Appointed Arbitrators will appoint the third and presiding arbitrator within fourteen (14) days of the appointment of the second arbitrator; provided, that, (i) any arbitrator not timely appointed herein will be appointed under the CPR Rules upon the written demand of any Party to the Arbitration Action, and (ii) each such arbitrator must be (A) an attorney with significant experience in negotiating complex commercial transactions or a judge seated on, or retired from, a U.S. federal court sitting in the Southern District of New York or the Delaware Court of Chancery and (B) neutral and independent of each Party. For the avoidance of doubt, nothing in this Section 11.3(c) shall prevent either Party from seeking interim injunctive relief in the Chosen Court to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 11.3(c). The arbitrators may enter a default decision against any Party who fails to participate in the arbitration proceedings with respect to any Arbitration Action. The decision of the arbitrators on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The arbitrators will only be authorized to interpret the provisions of this Agreement, and will not amend, change or add to any such provisions. The Parties and the arbitrators will keep confidential, and will not disclose to any Person, except the Parties’ respective Representatives, or as may be required by applicable Law or any Order of a Governmental Entity of competent jurisdiction, the existence of any Arbitration Action under this Section 11.3(c), the referral of any such Arbitration Action to arbitration or the status or resolution thereof. The initiation of any Arbitration Action pursuant to this Section 11.3(c) will toll the applicable statute of limitations for the duration of any such Arbitration Action. (d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES 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 HEREBY. 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) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.3(d).

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws Laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws Laws of a different jurisdiction. (iib) Each party to this Agreement Party irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any court Chancery of the State of New York Delaware (or, solely if such court declines jurisdiction, in any federal court located in such district the State of Delaware) for any suit, action or other proceeding Action arising out of or relating to this AgreementAgreement or the Financing, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may Action shall be heard and determined in such court. Each party to this Agreement Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, (i) to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentjudgment and (ii) that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 12.6. (iiic) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY TO THIS AGREEMENT WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING IN ANY WAY CONNECTED WITH THIS AGREEMENT (INCLUDING ANY SUIT, ACTION OR OTHER PROCEEDING AGAINST OR INVOLVING ANY FINANCING SOURCE, INCLUDING THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS), OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 12.2. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 12.2 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. (d) Notwithstanding anything herein to the contrary, each Party agrees (i) that (x) any action of any kind or nature, whether at law or equity, in contract, in tort or otherwise, against a Financing Source in connection with this Agreement, the Financing, any Alternative Financing, the Debt Commitment Letters or the Fee Letters (or any commitment letter or fee letter in connection with an Alternative Financing) or the transactions or services contemplated hereby or thereby shall be brought exclusively in a state or federal court sitting in the Borough of Manhattan within the City of New York, New York and the appellate courts thereof, (y) it will not, and will not permit any of its controlled Affiliates to, bring or support anyone else in bringing such claim, suit, action or proceeding in any court other than a state or federal court sitting in the Borough of Manhattan within the City of New York, New York and (z) each Party submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (ii) that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 12.6 shall be effective service of process against it for any such action brought in any such court, (iii) to waive and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such Action in any such court, (iv) 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, (v) that the Laws of the State of New York shall govern any such Action and (vi) to irrevocably waive and hereby waives any right to a trial by jury in any such action to the same extent such rights are waived pursuant to clause (c) of this Section 11.2.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with and governed by the laws law of the State of New York applicable Delaware, without giving effect to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws conflict of a different jurisdictionlaws. (iib) Each party to this Agreement of the parties hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York any Delaware state or any federal court of the State of New York located appropriate jurisdiction in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement of the parties hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingaction. The parties further agree, to the extent permitted by lawapplicable Law, that any final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) 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 action arising out of or relating to this Agreement. Each party certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 8.04.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement Amendment and any claim or controversy arising out of or relating to the transactions contemplated hereby shall be governed by and interpreted and construed in accordance with the laws Laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such the State of Delaware and without reference to the choice-of-law principles or rules of conflict of laws that would result in in, require or permit the application of the laws Laws of a different jurisdiction or direct a matter to another jurisdiction. (iib) Each party to this Agreement Party irrevocably and unconditionally submits to the jurisdiction of the United States District Court for the Southern District of New York or any court Chancery of the State of New York Delaware (or, solely if such courts decline jurisdiction, in any federal court located in the State of Delaware) (any such district court, a “Chosen Court”) any suit, action or other proceeding Action arising out of or relating to this AgreementAmendment, and hereby irrevocably and unconditionally agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such courta Chosen Court. Each party to this Agreement Party hereby irrevocably and unconditionally waives, to the fullest extent that it may effectively do so, the any defense of an inconvenient forum which such Party may now or hereafter have to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, (i) to the extent permitted by lawLaw, that final and unappealable nonappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentjudgment and (ii) that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 12.7 of the Transaction Agreement. (iiic) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THIS AMENDMENT WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING TO IN ANY WAY CONNECTED WITH THIS AGREEMENT AMENDMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYHEREIN OR THEREIN. NO PARTY TO THIS AMENDMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AMENDMENT OR ANY RELATED INSTRUMENTS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AMENDMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 1.15. NO PARTY (OR ITS REPRESENTATIVE) HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 1.15 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (iib) Each party to this Agreement irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York any state or federal court in Delaware any court of the State of New York located in such district any suit, action or other proceeding Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such Delaware state or federal court. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties further agree, to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY TO THIS AGREEMENT WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 11.4. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware without reference to the choice-of-choice of law principles that would result in the application of the laws of a different jurisdictionthereof. (iib) Each party to this Agreement of the parties hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York any Delaware state or any federal court of the State of New York located appropriate jurisdiction in such district any suit, action or other proceeding Action arising out of or relating to this AgreementAmendment, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such Delaware state or federal court. Each party to this Agreement of the parties hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties further agree, to the extent permitted by lawapplicable Law, that any final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations with respect to this Amendment. (d) 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 Action arising out of or relating to this Amendment. Each party certifies that it has been induced to enter into this Amendment by, among other things, the mutual waivers and certifications set forth above in this Section 3.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement and all controversies arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws Laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (iib) Each party to this Agreement irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any court Chancery of the State of New York located Delaware, or to the extent such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or any federal court in such district the State of Delaware, with respect to any suit, action or other proceeding Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such courtDelaware state or federal courts. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties further agree, to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY TO THIS AGREEMENT WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 11.4. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws Laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware without reference to the choice-of-law choice of Law principles that would result in the application of the laws of a different jurisdictionthereof. (iib) Each party to this Agreement Member hereto irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York any Delaware state court or any federal court of sitting in the State of New York located Delaware in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement Member hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties Members further agree, to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any Member has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Member hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware without reference to the choice-of-choice of law principles that would result in the application of the laws of a different jurisdictionthereof. (iib) Each party of the parties hereto irrevocably agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the U.S. Federal District Court has exclusive jurisdiction over a particular matter, any federal court within the State of Delaware) (such courts, the “Subject Courts”). Each of the 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 personal jurisdiction of the United States District Court for the Southern District of New York or aforesaid courts and agrees that it will not bring any court of the State of New York located in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims Agreement or any of the transactions contemplated by this Agreement in respect of such suit, action or proceeding may be heard and determined in such courtany court other than the aforesaid courts. Each party to this Agreement of the parties hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties further agree, to the extent permitted by lawapplicable Law, that any final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) 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 Action arising out of or relating to this Agreement. Each party certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 11.2.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (ii) Each party to this Agreement irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district in respect of any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iii) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY TO THIS AGREEMENT WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 8(g). NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware, without reference to the choice-of-choice of law principles that would result in the application of the laws of a different jurisdictionthereof. (iib) Each party to this Agreement Party hereto irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York any Delaware state court or any federal court of sitting in the State of New York located Delaware in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement Party hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties Parties hereto further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any Party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Party hereto hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) Each Party hereto waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement. Each Party hereto certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 8.2.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws Laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws Laws of a different jurisdiction. (iib) Each party to this Agreement irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York any state or any federal court of in the State of New York located in such district any suit, action or other proceeding Action arising out of or relating to this Agreement or any Ancillary Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such New York state or federal court. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties further agree, to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. Each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in Law or in equity, whether in contract or in tort or otherwise, against the Financing Source Parties in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Financing Commitment 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). (iiic) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY TO THIS AGREEMENT WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH (INCLUDING THE FINANCING COMMITMENTS) OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS (INCLUDING THE FINANCING COMMITMENTS) OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PARTIES HEREBY FURTHER WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY FINANCING SOURCE PARTIES IN ANY MATTER WHATSOEVER ARISING OUT OF OR IN RELATION TO OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYDEBT FINANCING COMMITMENT OR THE PERFORMANCE THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 11.3. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 11.3 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware without reference to the choice-of-choice of law principles that would result in the application of the laws of a different jurisdictionthereof. (iib) Each party to this Agreement Party irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York any Delaware state court or any federal court of sitting in the State of New York located Delaware in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties Parties further agree, to the extent permitted by by-law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Party hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) 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 action, suit or proceeding arising out of or relating to this Agreement. Each Party certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 13.2.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts executed agreements made in and to be wholly performed wholly within in such State state, without regard to principles of conflicts of laws. Each of Licensor and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (ii) Each party to this Agreement Licensee irrevocably submits to the jurisdiction of the Courts of the State of New York sitting in the City of New York, Borough of Manhattan and the United States District Court for the Southern District of New York or in connection with any court of the State of New York located in such district any suit, action or other proceeding Legal Proceeding arising out of or relating to this Agreementhereto or the transactions contemplated hereby, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may Legal Proceeding shall be heard and determined in such state or federal court. Each party to this Agreement of Licensor and Licensee hereby irrevocably waives, waives (and agrees not to plead or claim) any objection to the fullest extent that it may effectively do solaying of venue of any Legal Proceeding arising out of or relating hereto or the transactions contemplated thereby in the Courts of the State of New York sitting in the City of New York, Borough of Manhattan or the United States District Court for the Southern District of New York and the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties hereto further agree, to the fullest extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding Legal Proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. Each of Licensor and Licensee agrees that service of process, summons, notice or document by U.S. registered mail to such person’s respective address set forth in Section 12 shall be effective service of process for any Legal Proceeding with respect to any matters to which it has submitted to jurisdiction pursuant to this Section 8. To the extent that Licensor or Licensee have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of Licensor and Licensee hereby irrevocably waives such immunity in respect of its obligations hereunder. (iii) EACH 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 HEREBY.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws Laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws Laws of a different jurisdiction. (iib) Each party to this Agreement Party irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any court Chancery of the State of New York Delaware (or, solely if such court declines jurisdiction, in any federal court located in such district the State of Delaware) any suit, action or other proceeding Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such court. Each party to this Agreement Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, (i) to the extent permitted by lawLaw, that final and unappealable nonappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States U.S. by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentjudgment and (ii) that service of process upon such Party in any such Action shall be effective if notice is given in accordance with Section 13.7. (c) Each Party to this Agreement waives trial by jury in any Action brought by any of them against the other arising out of or in any way connected with this Agreement, or any other agreements executed in connection herewith or the administration thereof or any of the transactions contemplated herein or therein. No Party to this Agreement shall seek a jury trial in any Action based upon, or arising out of, this Agreement or any related instruments or the relationship between the Parties. No Party will seek to consolidate any such Action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. Each Party to this Agreement certifies that it has been induced to enter into this Agreement or instrument by, among other things, the mutual waivers and certifications set forth above in this Section 13.3. No Party has in any way agreed with or represented to any other Party that the provisions of Section 13.3 will not be fully enforced in all instances. (d) Any sample calculation or similar worked example contained in the Exhibits or Schedules are included for information only and, in the event of any conflict or inconsistency between such sample calculation or similar worked example contained in Exhibits or Schedules and the text of this Agreement, the text shall control. (e) Notwithstanding anything to the contrary contained in this Agreement, each Party: (i) agrees that it will not bring or support any Person in any Action of any kind or description, whether in Law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitment Letters or the performance thereof or the Financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York, (ii) agrees that, except as specifically set forth in the Debt Commitment Letters, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources in any way relating to this Agreement, any Financing or the performance thereof or the transactions contemplated hereby or thereby shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction and (iii) EACH 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 HEREBYhereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any litigation (whether in Law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Debt Commitment Letters or the performance thereof or the Financings contemplated thereby.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware, without reference to the choice-of-choice of law principles that would result in the application of the laws of a different jurisdictionthereof. (iib) Each party to this Agreement Party hereto irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York any Delaware state court or any federal court of sitting in the State of New York located Delaware in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement Party hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties Parties hereto further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any Party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Party hereto hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) Each Party hereto waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement. Each Party hereto certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 9.2.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware without reference to the choice-of-choice of law principles that would result in the application of the laws of a different jurisdictionthereof. (iib) Each party to this Agreement hereto irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York any Delaware state court or any federal court of sitting in the State of New York located Delaware in such district any suit, action or other proceeding arising out of or relating to this Agreement or the Contribution Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties hereto further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each party hereto hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement and the Contribution Agreement.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly entirely within such State and without reference that State, except to the choice-of-law principles that would result in the application of extent the laws of a different jurisdictionthe Commonwealth of Pennsylvania perforce apply to the Merger. (iib) Each party of the Parties irrevocably (a) consents to submit itself to the personal jurisdiction of any state or federal court located in the City of New York, Borough of Manhattan, in the event any dispute arises out of this Agreement or any Ancillary Agreement or any of the transactions contemplated hereby or thereby, (b) 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 (c) agrees that it will not bring any action relating to this Agreement or any Ancillary Agreement or any of the transactions contemplated hereby or thereby in any court other than a state or federal court sitting in the City of New York, Borough of Manhattan. Each Party further irrevocably submits consents to the service of process out of any of the aforementioned courts in any Action by the mailing of copies thereof by mail to such Party at its address set forth in this Agreement by registered mail, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided, that nothing in this Section 11.2(b) shall affect the right of any Party to serve legal process in any other manner permitted by Law. The consent to jurisdiction set forth in this Section 11.2(b) shall not constitute a general consent to service of process in the State of New York and shall have no effect for any purpose except as provided in this Section 11.2(b). The Parties agree 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. (c) Notwithstanding the foregoing, each of the Parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Parties, their Subsidiaries, and each of their respective former, current and future Affiliates, Representatives, general and limited partners, members, managers and assignees in any way relating to this Agreement or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the 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 (and appellate courts thereof). The Parties hereby further agree that New York State or any court United States Federal courts sitting in the borough of the State Manhattan, City of New York located in such district shall have exclusive jurisdiction over any suitaction brought against any Financing Party, action or other proceeding arising out of or relating to this Agreementits Subsidiaries, and hereby irrevocably agrees that all claims any of their respective former, current and future Affiliates, Representatives, general and limited partners, members, managers and assignees under the Commitment Letter in respect of such suit, action or proceeding may be heard and determined in such court. Each party to connection with the transactions contemplated by this Agreement hereby irrevocably waives, to and the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentCommitment Letter. (iiid) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY, INCLUDING ANY LEGAL PROCEEDING AGAINST ANY FINANCING PARTY, ITS SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE FORMER, CURRENT AND FUTURE AFFILIATES, REPRESENTATIVES, GENERAL AND LIMITED PARTNERS, MEMBERS, MANAGERS AND ASSIGNEES ARISING OUT OF THE COMMITMENT LETTER, OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT. EACH PARTY CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 11.2.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (ii) Each party to this Agreement Party irrevocably submits to the jurisdiction of the United States District Court for the Southern District of any New York state or federal court in any court of the State of New York located in such district any suit, action or other proceeding Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such New York state or federal court. Each party to this Agreement Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iii) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY TO THIS AGREEMENT WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING TO IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYHEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 19(f). NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO THE OTHER PARTY THAT THE PROVISIONS OF THIS 19(f) WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (iib) Each party to this Agreement irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY TO THIS AGREEMENT WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 5.11. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws Laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-choice or conflict of law principles (whether of the State of Delaware or any other jurisdiction) that would result in the application of the laws Laws of a different jurisdiction. (iib) Each party to this Agreement Party irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York or any court Chancery of the State of New York Delaware (or solely if such courts decline jurisdiction in any federal court located in such district the State of Delaware) any suit, action or other proceeding Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such court. Each party to this Agreement Party hereby irrevocably waives, and agrees not to the fullest extent that it may effectively do soassert by way of motion, defense, counterclaim, or otherwise, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, (i) to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentjudgment and (ii) that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.5. Notwithstanding anything to the contrary contained herein, each of the parties hereto agrees that it will not, and will not permit any of its respective Affiliates to, bring or support any Action relating to this Agreement or the transactions contemplated by this Agreement (whether based on contract, equity, tort or any other theory), against the Financing Arrangers (including any dispute arising out of or relating to the Financing or the performance thereof) in any forum other than the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, New York County, located in the borough of Manhattan or, in either case, any appellate court from any thereof. (iiic) EACH 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 HEREBYEach Party to this Agreement knowingly, intentionally, and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any action, proceeding or counterclaim brought by any of them against the other or the Financing Arrangers arising out of or in any way connected with this Agreement or the Financing, or any other agreements executed in connection herewith or the administration thereof or any of the transactions contemplated herein or therein. No Party to this Agreement shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon, or arising out of, this Agreement, the Financing or any related instruments or the relationship between the Parties or between the Parties and the Financing Arrangers. No Party will seek to consolidate any such action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. Each Party to this Agreement certifies that it has been induced to enter into this agreement or instrument by, among other things, the mutual waivers and certifications set forth above in this Section 11.3. No Party has in any way agreed with or represented to any other Party that the provisions of this Section 11.3 will not be fully enforced in all instances.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) This Agreement shall be governed by and construed in accordance with the laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (ii) Each party to this Agreement irrevocably submits to the jurisdiction of the United States District Court for the Southern Northern District of New York Georgia or any court of the State of New York Georgia located in such district any suit, action or other proceeding arising out of or relating to this Agreement, Agreement and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties further agree, to the extent permitted by law, that a final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iii) EACH 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 HEREBY.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws Laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws Laws of a different jurisdiction. (iib) Each party to this Agreement Party irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York or any court Chancery of the State of New York Delaware (or, solely if such courts decline jurisdiction, in any federal court located in such district the State of Delaware) any suit, action or other proceeding Action arising out of or relating to this AgreementAgreement or the Equity Commitment Letter, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such court. Each party to this Agreement Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, (i) to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentjudgment and (ii) that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.7. (iiic) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY TO THIS AGREEMENT WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH (INCLUDING THE OTHER TRANSACTION DOCUMENTS AND THE EQUITY COMMITMENT LETTER) OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS (INCLUDING THE OTHER TRANSACTION DOCUMENTS AND THE EQUITY COMMITMENT LETTER) OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 11.3. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 11.3 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with and governed by the laws law of the State of New York applicable Delaware, without giving effect to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws conflicts of a different jurisdictionlaws. (iib) Each party to this Agreement of the parties hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York any Delaware state or any federal court of the State of New York located appropriate jurisdiction in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement of the parties hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingaction. The parties further agree, to the extent permitted by lawapplicable Law, that any final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) 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 action arising out of or relating to this Agreement. Each party certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 8.04.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws Laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws Laws of a different jurisdiction. (iib) Each party to this Agreement Party irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any court Chancery of the State of New York Delaware (or, solely if such court declines jurisdiction, in any federal court located in such district the State of Delaware) any suit, action or other proceeding Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such court. Each party to this Agreement Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, (i) to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentjudgment and (ii) that service of process upon such Party in any such Action shall be effective if notice is given in accordance with Section 11.7. (c) Each Party to this Agreement waives trial by jury in any Action brought by any of them against the other arising out of or in any way connected with this Agreement, the Commitment Letters or any other agreements executed in connection herewith or the administration thereof or any of the transactions contemplated herein or therein. No Party to this Agreement shall seek a jury trial in any Action based upon, or arising out of, this Agreement or any related instruments or the relationship between the Parties. No Party will seek to consolidate any such Action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. Each Party to this Agreement certifies that it has been induced to enter into this Agreement or instrument by, among other things, the mutual waivers and certifications set forth above in this Section 11.3. No Party has in any way agreed with or represented to any other Party that the provisions of Section 11.3 will not be fully enforce in all instances. (d) Notwithstanding anything to the contrary contained in this Section 11.3, each party to this Agreement acknowledges and irrevocably agrees (i) that any legal action, whether at law or in equity, whether in contract or in tort or otherwise, against any Financing Source arising out of or relating to this Agreement or the Debt Commitment Letters or the performance thereunder shall be subject to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (ii) that, except to the extent relating to the interpretation of any provisions in this Agreement, the Confidentiality Agreement, the Equity Commitment Letter and/or the Limited Guaranty, any legal action, whether at law or in equity, whether in contract or in tort or otherwise, against any Financing Source shall be governed by, and construed in accordance with, the Laws of the State of New York, (iii) EACH 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 HEREBYnot to bring or permit any of their Affiliates to bring any such legal action in any other court and (iv) that the provisions of Section 11.3(d) shall apply to any such legal action. Notwithstanding anything in this Agreement to the contrary, each Party hereby irrevocably and unconditionally agrees that it will not bring or support any litigation against any Financing Source in any way relating to this Agreement or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction sitting in the Borough of Manhattan of the City of New York, whether a state or federal court, that the provisions of Section 11.3(c) relating to the waiver of jury trial shall apply to any such action, suit or proceeding and that, except to the extent relating to the interpretation of any provisions in this Agreement, the Confidentiality Agreement, the Equity Commitment Letter and/or the Limited Guaranty, any such action, suit or proceeding shall be governed by and construed in accordance with the Laws of the State of New York.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (ii) Each party to this Agreement irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district in connection with any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties Parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iii) EACH 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 HEREBY.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (ii) Each party to this Agreement irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iii) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY TO THIS AGREEMENT WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 8(h). NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws Laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-any choice or conflict of law principles (whether of the State of Delaware or any other jurisdiction) that would result in the application of the laws Laws of a different jurisdiction. (iib) Each party to this Agreement Party irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York or any court Chancery of the State of New York Delaware (or solely if such courts decline jurisdiction or do not have subject matter jurisdiction, in any federal court located in such district the State of Delaware) any suit, action or other proceeding Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such court. Each party to this Agreement Party hereby irrevocably waives, and agrees not to the fullest extent that it may effectively do soassert by way of motion, defense, counterclaim, or otherwise, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, (i) to the extent permitted by lawapplicable Law, that final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentjudgment and (ii) that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8. Each Party hereto irrevocably designates CT Corporation as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such action or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it and each party hereto stipulates that such consent and appointment is irrevocable and coupled with an interest. (iiic) EACH 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 HEREBYEach Party to this Agreement knowingly, intentionally, and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any action, proceeding or counterclaim brought by any of them against the other arising out of or in any way connected with this Agreement, or any other agreements executed in connection herewith or the administration thereof or any of the transactions contemplated herein or therein. No Party to this Agreement shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon, or arising out of, this Agreement or any related instruments or the relationship between the Parties. No Party will seek to consolidate any such action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. Each Party to this Agreement certifies that it has been induced to enter into this agreement or instrument by, among other things, the mutual waivers and certifications set forth above in this Section 10.4. No Party has in any way agreed with or represented to any other Party that the provisions of this Section 10.4 will not be fully enforced in all instances.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) a. This Agreement Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (ii) b. Each party to this Agreement Party irrevocably submits to the jurisdiction of the United States District Court for the Southern District of any New York state or federal court in any court of the State of New York located in such district any suit, action or other proceeding Action arising out of or relating to this AgreementAmendment, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such New York state or federal court. Each party to this Agreement Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iii) c. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY TO THIS AMENDMENT WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING TO IN ANY WAY CONNECTED WITH THIS AGREEMENT AMENDMENT OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.HEREIN. NO PARTY TO THIS AMENDMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AMENDMENT OR ANY RELATED INSTRUMENTS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AMENDMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 4. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 4 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. [Remainder of page left intentionally blank]

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware without reference to the choice-of-choice of law principles that would result in the application of the laws of a different jurisdictionthereof. (iib) Each party to this Agreement of the parties hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York any Delaware state or any federal court of the State of New York located appropriate jurisdiction in such district any suit, action or other proceeding Action arising out of or relating to this AgreementAgreement or the Subsidiary Purchase Agreements, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such Delaware state or federal court. Each party to this Agreement of the parties hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties further agree, to the extent permitted by lawapplicable Law, that any final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) 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 Action arising out of or relating to this Agreement. Each party certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 11.2. Section

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement Each Party and the Seller Related Parties agree that this Agreement, any claim, controversy or dispute of any kind or nature (whether based upon contract, tort or otherwise) (including any involving a Debt Financing Source that is in any way related to this Agreement, the acquisition contemplated hereunder or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Financing) shall be governed by and construed in accordance with the laws Laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws Laws of a different jurisdiction. (b) Subject in all respects to Section 11.2(c) and Section 11.2(d), all disputes, controversies or claims arising out of, relating to, or in connection with this Agreement, including the breach, termination or invalidity thereof (in each case other than claims with respect to the Debt Financing against the Debt Financing Sources), shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. The legal seat of the arbitration shall be London, England. The arbitral proceedings shall be in English. (c) Notwithstanding the foregoing, with respect to any claims (i) against any Debt Financing Source related to the Debt Financing or (ii) Each party for equitable remedies (including pursuant to this Agreement Section 11.7), each Party and the Seller Related Parties irrevocably submits and unconditionally submit to the exclusive jurisdiction of any New York state or federal court sitting in the United States District Court for the Southern District Borough of The City of New York or in any court of the State of New York located in such district any suit, action or other proceeding Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such New York state or federal court. Each party Party to this Agreement and the Seller Related Parties hereby irrevocably waiveswaive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any suitclaim, action controversy or other proceeding contemplated above dispute of the kind described in Section 11.2(a) shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. Without limiting the foregoing, with respect to any claims related to the Debt Financing, each Party and the Seller Related Parties agree that service of process on such Party as provided in Section 11.5 shall be deemed effective service of process on such Party. (iiid) EACH PARTY HEREBY IRREVOCABLY TO THIS AGREEMENT AND UNCONDITIONALLY EACH SELLER RELATED PARTY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY LITIGATION DIRECTLY WAY CONNECTED WITH THIS AGREEMENT, OR INDIRECTLY ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN OR ARISING OUT OF OR RELATING TO THE DEBT FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY DEBT FINANCING SOURCES. NO PARTY TO THIS AGREEMENT NOR THE SELLER RELATED PARTIES SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP BETWEEN THE PARTIES OR DEBT FINANCING SOURCES. NO PARTY NOR ANY SELLER RELATED PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT AND EACH SELLER RELATED PARTY CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 11.2. NO PARTY NOR THE SELLER RELATED PARTIES HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) This Agreement shall be governed by and construed in accordance with the laws of the State of New York Jersey applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (ii) Each party to this Agreement Party irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York Jersey or any court of the State of New York Jersey located in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party to this Agreement Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties Parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iii) EACH 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 HEREBY.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (iib) Each party to this Agreement Party irrevocably submits to the jurisdiction of the United States District Court for the Southern District of any New York state or federal court in any court of the State of New York located in such district any suit, action or other proceeding Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such New York state or federal court. Each party to this Agreement Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY TO THIS AGREEMENT WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYRELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 11.2. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 11.2 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) 2.2.1 This Agreement Amendment shall be governed by and construed in accordance with under the substantive laws of the State of New York applicable Delaware, without regard to contracts executed and to be performed wholly within such State and without reference to the choice-of-Delaware choice of law principles that would result in the application of the laws of a different jurisdictionprovisions. (ii) 2.2.2 Each party to this Agreement hereto irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York any Delaware state court or any federal court of sitting in the State of New York located Delaware in such district any suit, action or other proceeding arising out of or relating to this AgreementAmendment, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties hereto further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. 2.2.3 To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (iiiwhether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) EACH 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 HEREBYwith respect to itself or its property, each party hereto hereby irrevocably waives such immunity in respect of its obligations with respect to this Amendment. 2.2.4 Each party hereto waives, to the fullest extent permitted by applicable laws, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Amendment. Each party hereto certifies that it has been induced to enter into this Amendment by, among other things, the mutual waivers and certifications set forth above in this Section 2.2.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) 2.3.1 This Agreement Third Amendment shall be governed by and construed in accordance with under the substantive laws of the State of New York applicable Delaware, without regard to contracts executed and to be performed wholly within such State and without reference to the choice-of-Delaware choice of law principles that would result in the application of the laws of a different jurisdictionprovisions. (ii) 2.3.2 Each party to this Agreement hereto irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York any Delaware state court or any federal court of sitting in the State of New York located Delaware in such district any suit, action or other proceeding arising out of or relating to this AgreementThird Amendment, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties hereto further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. 2.3.3 To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (iiiwhether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) EACH 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 HEREBYwith respect to itself or its property, each party hereto hereby irrevocably waives such immunity in respect of its obligations with respect to this Third Amendment. 2.3.4 Each party hereto waives, to the fullest extent permitted by applicable laws, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Third Amendment. Each party hereto certifies that it has been induced to enter into this Third Amendment by, among other things, the mutual waivers and certifications set forth above in this Section 2.3.4.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement, and all claims or causes of action (whether based on contract, tort or any other theory) 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 of the State of New York Delaware applicable to contracts executed negotiated, made and to be performed wholly within in such State and without reference giving effect to the choice-of-choice of law principles of such State or other jurisdiction that would result in require or permit the application of the laws of a different another jurisdiction. (iib) Each party of the Parties hereto irrevocably consents to the exclusive jurisdiction and venue of any court within the State of Delaware in connection with any matter based upon or arising out of this Agreement irrevocably submits to or the jurisdiction of matters contemplated herein, agrees that process may be served upon them in any manner authorized by the United States District Court for the Southern District of New York or any court laws of the State of New York located Delaware for such Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process (c) Each Party to this Agreement knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in such district any suit, action or Action brought by any of them against any other proceeding arising out of or relating to in any way connected with this Agreement, and hereby irrevocably agrees that all claims or any other agreements executed in respect connection herewith or the administration thereof or any of such suit, action the transactions contemplated herein or proceeding may be heard and determined in such courttherein. Each party No Party to this Agreement hereby irrevocably waivesshall seek a jury trial in any Action based upon, or arising out of, this Agreement or any related instruments or the relationship between the Parties. No Party will seek to the fullest extent consolidate any such Action in which a jury trial has been waived with any other Action in which a jury trial cannot be or has not been waived. Each Party to this Agreement certifies that it may effectively do sohas been induced to enter into this Agreement or instrument by, among other things, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingmutual waivers and certifications set forth above in this Section 7.6. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them No Party has in any suit, action way agreed with or represented to any other proceeding contemplated above shall Party that the provisions of this Section 7.6 will not be conclusive and may be fully enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentall instances. (iii) EACH 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 HEREBY.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement Amendment shall be governed by and construed in accordance with the laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (iib) Each party to this Agreement Amendment irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district any suit, action or other proceeding arising out of or relating to this AgreementAmendment, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party to this Agreement Amendment hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY TO THIS AMENDMENT WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING TO IN ANY WAY CONNECTED WITH THIS AGREEMENT AMENDMENT, OR ANY OTHER AMENDMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYHEREIN OR THEREIN. NO PARTY TO THIS AMENDMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AMENDMENT OR ANY RELATED INSTRUMENTS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AMENDMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 11. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-choice of law principles that thereof which would result in the application of the laws of a different jurisdiction. (iib) Each party Seller hereby irrevocably appoints Xxxx X. Xxxxxxxx, at his office at Wachtell, Lipton, Xxxxx & Xxxx, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, its lawful agent and attorney to accept and acknowledge service of any and all process against it in any action, suit or proceeding arising in connection with this Agreement irrevocably submits to and upon whom such process may be served, with the jurisdiction of the United States District Court for the Southern District of New York or any court same effect as if such party were a resident of the State of New York located and had been lawfully served with such process in such district jurisdiction, and waives all claims of error by reason of such service; provided, however, that in the case of any suitservice upon such agent and attorney, action the party effecting such service shall also deliver a copy thereof to the other party at the address and in the manner specified in Section 11.5(a). (c) Each party hereto irrevocably submits to the exclusive jurisdiction of any New York state or other proceeding federal court in any Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such New York state or federal court. Each party to this Agreement hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiid) EACH 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 HEREBYEach party hereto waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any Action arising out of or relating to this Agreement. Each party hereto certifies that it has been induced to enter into this Agreement or instrument by, among other things, the mutual waivers and certifications set forth above in this Section 11.2.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws Laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws Laws of a different jurisdiction. (iib) Each party to this Agreement Party irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any court Chancery of the State of New York Delaware (or, solely if such court declines jurisdiction, in any federal court located in such district the State of Delaware) any suit, action or other proceeding Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such court. Each party to this Agreement Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, (i) to the extent permitted by lawLaw, that final and unappealable nonappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States U.S. by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentjudgment and (ii) that service of process upon such Party in any such Action shall be effective if notice is given in accordance with Section 10.6. (iiic) EACH 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 HEREBYEach Party to this Agreement waives trial by jury in any Action brought by any of them against the other arising out of or in any way connected with this Agreement, or any other agreements executed in connection herewith or the administration thereof or any of the Transactions. No Party to this Agreement shall seek a jury trial in any Action based upon, or arising out of, this Agreement or any related instruments or the relationship between the Parties. No Party will seek to consolidate any such Action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. Each Party to this Agreement certifies that it has been induced to enter into this Agreement or instrument by, among other things, the mutual waivers and certifications set forth above in this Section 10.2. No Party has in any way agreed with or represented to any other Party that the provisions of Section 10.2 will not be fully enforced in all instances.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) This Agreement Guarantee, and all Actions that may be based upon, arising out of or related to this Guarantee or the transactions contemplated hereby, shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware, without reference regard to the choice-of-conflicts of law rules or principles that would result in the application of the laws law of a different jurisdictionany other state. (ii) Each party to this Agreement of the Parties (A) irrevocably submits consents to the jurisdiction service of the United States District Court for the Southern District of New York or summons and complaint and any court of the State of New York located in such district other process with respect to any suitAction based upon, action or other proceeding arising out of or relating related to this AgreementGuarantee or any of the transactions contemplated hereby, on behalf of itself or its property, in accordance with Section 2(f), and hereby (B) subject to Section 2(e)(iii) below, (1) irrevocably and unconditionally consents and submits itself and its property with respect to any such Action to the exclusive general jurisdiction of the Chosen Courts, (2) agrees that all claims it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (3) irrevocably and unconditionally agrees that any Action based upon, arising out of or related to this Guarantee or any of the transactions contemplated hereby shall be brought, tried and determined only in respect the Chosen Courts, (4) waives any objection that it may now or hereafter have to the venue of any such suit, action or proceeding may be heard in any such Chosen Court or that any such Action was brought in an inconvenient court and determined agrees not to plead or claim the same and (5) agrees that it shall not bring any Action based upon, arising out of or related to this Guarantee or any of the transactions contemplated hereby in any court other than the aforesaid Chosen Courts. Each of Guarantor and Purchaser agrees that a final judgment in any Action in such court. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated Chosen Court as provided above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States jurisdictions by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgmentjudgment or in any other manner provided by applicable Law. (iii) If, and only if, the Chosen Courts would not have jurisdiction over all or any portion of an Action based upon, arising out of or related to this Guarantee or any of the transactions contemplated hereby (all or such portion of an Action that the Chosen Courts would not have jurisdiction over, an “Arbitration Action”), the Parties agree that the Arbitration Action will be finally settled by binding arbitration conducted under the then current rules for non-administered arbitration of the International Institute for Conflict Prevention and Resolution (“CPR”, such rules the “CPR Rules”). Any Arbitration Action shall, upon twenty (20) days written notice to the other party (an “Arbitration Notice”), be submitted to CPR arbitration conducted before a panel of three arbitrators in New York, New York. In connection with an Arbitration Action, Guarantor and Purchaser will each promptly (and in any event within fifteen (15) days) after an Arbitration Notice appoint one arbitrator (the “Party-Appointed Arbitrators”), and the Party-Appointed Arbitrators will appoint the third and presiding arbitrator within fourteen (14) days of the appointment of the second arbitrator; provided, that, (A) any arbitrator not timely appointed herein will be appointed under the CPR Rules upon the written demand of any Party to the Arbitration Action, and (B) each such arbitrator must be (1) an attorney with significant experience in negotiating complex commercial transactions or a judge seated on, or retired from, a U.S. federal court sitting in the Southern District of New York or the Delaware Court of Chancery and (2) neutral and independent of each Party. For the avoidance of doubt, nothing in this Section 2(e)(iii) shall prevent either Party from seeking interim injunctive relief in the Delaware Court of Chancery to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 2(e)(iii). The arbitrators may enter a default decision against any Party who fails to participate in the arbitration proceedings with respect to any Arbitration Action. The decision of the arbitrators on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The arbitrators will only be authorized to interpret the provisions of this Guarantee, and will not amend, change or add to any such provisions. The Parties and the arbitrators will keep confidential, and will not disclose to any Person, except the Parties’ respective Representatives, or as may be required by applicable Law or any Order of a Governmental Entity of competent jurisdiction, the existence of any Arbitration Action under this Section 2(e)(iii), the referral of any such Arbitration Action to arbitration or the status or resolution thereof. The initiation of any Arbitration Action pursuant to this Section 2(e)(iii) will toll the applicable statute of limitations for the duration of any such Arbitration Action. (iv) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS GUARANTEE 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 GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. 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) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2(E).

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York Delaware applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law or conflict of law principles (whether of the State of Delaware or any other jurisdiction) that would result in the application of the laws of a different jurisdiction. (iib) Each party to this Agreement irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York any Delaware state or federal court in any court of the State of New York located in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined exclusively in the Court of Chancery of the State of Delaware, or to the extent such courtcourt does not have subject matter jurisdiction, any federal court sitting in the State of Delaware. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingaction. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY PROCEEDING OR INDIRECTLY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, STATUTE OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, 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) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 21.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws Laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware without reference to the choice-of-law choice of Law principles that would result in the application of the laws of a different jurisdictionthereof. (iib) Each party to this Agreement Member irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York any Delaware state court or any federal court of sitting in the State of New York located Delaware in such district any suit, action or other proceeding Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims Claims in respect of such suit, action or proceeding Action may be heard and determined in such Delaware state or federal court. Each party to this Agreement Member hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties Members further agree, to the fullest extent permitted by lawapplicable Law, that a final and unappealable judgment against any of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any Member has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Member hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) Each Member waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any Action arising out of or relating to this Agreement. Each Member certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 11.2. (e) Each Member irrevocably waives any right it may have to maintain any action for partition with respect to the property of the Company.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (ia) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and Delaware without reference to the choice-of-choice of law principles that would result in the application of the laws of a different jurisdictionthereof. (iib) Each party to this Agreement hereto irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York any Delaware state court or any federal court of sitting in the State of New York located Delaware in such district any suit, action or other proceeding arising out of or relating to this Agreement or the Governance Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such Delaware state or federal court. Each party to this Agreement hereto hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties hereto further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iiic) EACH 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 HEREBYTo the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each party hereto hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement and the Governance Agreement. (d) Each party hereto waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement or the Governance Agreement. Each party hereto certifies that it has been induced to enter into this Agreement and the Governance Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 12.2.

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (i) a. This Agreement Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction. (ii) b. Each party to this Agreement Party irrevocably submits to the jurisdiction of the United States District Court for the Southern District of any New York state or federal court in any court of the State of New York located in such district any suit, action or other proceeding Action arising out of or relating to this AgreementAmendment, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding Action may be heard and determined in such New York state or federal court. Each party to this Agreement Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceedingAction. The parties Parties further agree, to the extent permitted by lawLaw, that final and unappealable judgment against any either of them in any suit, action or other proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (iii) c. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY TO THIS AMENDMENT WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF ANY LITIGATION DIRECTLY OR INDIRECTLY THEM AGAINST THE OTHER ARISING OUT OF OR RELATING TO IN ANY WAY CONNECTED WITH THIS AGREEMENT AMENDMENT OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.HEREIN. NEITHER PARTY TO THIS AMENDMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AMENDMENT OR ANY RELATED INSTRUMENTS OR THE RELATIONSHIP BETWEEN THE PARTIES. NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AMENDMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 4. NEITHER PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO THE OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 4 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. [Remainder of page left intentionally blank]