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

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in all respects, including validity, interpretation and effect, by accordance with the law Laws of the State of New York, regardless of Delaware without giving effect to the law that might be applied under principles of conflict conflicts of laws to the extent such principles would require or permit the application of the laws of another jurisdictionlaw. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (aor, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any court sitting of the State of Delaware in New Castle County) agrees that and any legal suitappellate court from any of such courts (in any case, action or proceeding brought by the “Delaware Court”) for any party hereto Proceeding arising out of or based upon relating to this Agreement or the transactions contemplated hereby, whether framed in contract, tort or otherwise, and further agrees that service of any process, summons, notice or document by U.S. mail to its respective address set forth in this Agreement shall be effective service of process for any Proceeding brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby may be in any Delaware Court, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, (c) submits to the non-exclusive jurisdiction of any New York Court in any suitTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, action or proceeding and (d) ACKNOWLEDGES ANY AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY ALL RIGHTS TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF CONNECTION WITH ANY LITIGATION DIRECTLY OR INDIRECTLY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed in all respects, including validity, interpretation by and effect, by the law of the State of New York, regardless of the law that might be applied construed under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for applicable to contracts made and to be performed entirely within the Southern District State of New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State and County of New York located for the adjudication of any dispute hereunder or in the Cityconnection herewith or therewith or with any transaction contemplated hereby or thereby, County and State of New York (each, a “New York Court”), (b) hereby irrevocably waives, and agrees not to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding and is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. (db) EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND THEREFORE HEREBY UNCONDITIONALLY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. With respect to clause EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (dI) of the immediately preceding sentenceNO REPRESENTATIVE, each of the parties hereto acknowledges and certifies that (i) no representativeAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, agent or attorney of any other party has representedEXPRESSLY OR OTHERWISE, expressly or otherwiseTHAT SUCH OTHER PARTY WOULD NOT, that such other party would notIN THE EVENT OF LITIGATION, in the event of litigation, seek to enforce the waiver contained thereinSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of such waiverEACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT AND HAS HAD AN OPPORTUNITY TO SEEK SEPARATE COUNSEL OF ITS OWN CHOICE TO REVIEW THIS AGREEMENT, (iiiIII) it makes such waiver voluntarily and EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (ivIV) it has been induced to enter into this Agreement byEACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects(a) THIS CREDIT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, including validityfor itself and its property, interpretation and effect, by to the law nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, regardless and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Credit Agreement or any other Credit Document, or for recognition or enforcement of any judgment, and each of the law parties hereto hereby irrevocably and unconditionally agrees that might all claims in respect of any such action or proceeding may be applied under principles of conflict of laws heard and determined in such New York State or, to the extent permitted by law, in such principles would require or permit the application of the laws of another jurisdictionFederal court. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought a final judgment in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought shall be conclusive and may be enforced in a New York Court has been brought other jurisdictions by suit on the judgment or in an inconvenient forum, any other manner provided by law. Nothing in this Credit Agreement or any other Credit Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Credit Agreement or any other Credit Document against the Borrower or any of its properties in the courts of any jurisdiction. (c) submits to the non-exclusive jurisdiction of any New York Court in any suitTHE LENDER AND THE BORROWER HEREBY IRREVOCABLY WAIVES, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE HEREBY WAIVES ANY ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY ACTION, PROCEEDING OR INDIRECTLY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in all respects, including validity, interpretation and effect, by accordance with the law internal laws of the State of New York, regardless without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the law that might transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, stockholders, partners, members, employees or agents) shall be applied under principles commenced exclusively in the state and federal courts sitting in the City of conflict of laws New York. Each party hereby irrevocably submits to the extent such principles would require or permit the application exclusive jurisdiction of the laws state and federal courts sitting in the City of another jurisdiction. Each New York, Borough of Manhattan for the parties hereto adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and unconditionally (a) agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any legal suitsuch court, that such action or proceeding brought by any is improper or is an inconvenient venue for such proceeding. Each party hereto arising out hereby irrevocably waives personal service of or based upon this Agreement or the transactions contemplated hereby may be brought process and consents to process being served in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in by mailing a New York Court copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address set forth on the signature pages to this Agreement (and service so made shall be deemed complete three days after the same has been brought in an inconvenient forum, (cposted) submits and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the non-exclusive jurisdiction of any New York Court limit in any suitway any right to serve process in any other manner permitted by law. IN ANY ACTION OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, action or proceeding and (d) ACKNOWLEDGES THE PARTIES EACH KNOWINGLY AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY INTENTIONALLY, TO INVOLVE COMPLICATED THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND DIFFICULT ISSUES, AND THEREFORE HEREBY EXPRESSLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A FOREVER TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Agreement, the CVRs and all actions arising under or in connection therewith shall be governed by and construed in all respects, including validity, interpretation and effect, by accordance with the law laws of the State of New YorkDelaware, regardless of the law laws that might be applied otherwise govern under applicable principles of conflict conflicts of laws law thereof. (b) Each of the parties hereto (i) irrevocably and unconditionally consents and submits to the extent such principles would require or permit the application exclusive jurisdiction and venue of the laws Chancery Court of another the State of Delaware and any state appellate court therefrom or, if (but only if) such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware and any appellate court therefrom (collectively, the “Delaware Courts”); and (ii) consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 6.1. Each of the parties hereto irrevocably and unconditionally (aA) agrees not to commence any such action or proceeding except in the Delaware Courts, (B) agrees that any legal suit, claim in respect of any such action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for the Southern District of New York located heard and determined in the City, County and State of New York (each, a “New York Court”)Delaware Courts, (bC) waives, to the fullest extent that it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding brought in a New York Courtthe Delaware Courts and (D) waives, and any claim that any to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding brought in a New York Court has been brought in an inconvenient forum, the Delaware Courts. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY LEGAL PROCEEDING BETWEEN THE PARTIES (WHETHER BASED ON CONTRACT, TORT OR INDIRECTLY OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACHTRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, TERMINATION OR VALIDITY OF ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY HERETO (A) MAKES THIS AGREEMENT. With respect to clause WAIVER VOLUNTARILY AND (dB) of the immediately preceding sentenceACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, each of the parties hereto acknowledges and certifies that (i) no representativeAMONG OTHER THINGS, 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.5(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects(a) All issues and questions concerning the construction, including validity, interpretation and effectenforceability of this Agreement will be governed by, by and construed in accordance with, the law Laws of the State of New YorkDelaware, regardless without giving effect to any choice of Law or conflict of Law rules or provisions (whether of the law State of Delaware or any other jurisdiction) that might be applied under principles of conflict of laws to the extent such principles would require or permit cause the application of the laws Laws of another jurisdiction. Each any jurisdiction other than the State of the parties hereto irrevocably and unconditionally Delaware. (ab) agrees that Any Legal Proceeding seeking to enforce any legal suitprovision of, action or proceeding brought by based on any party hereto matter arising out of or based upon in connection with, this Agreement or the transactions contemplated hereby may will be brought and determined exclusively in the Delaware Court of Chancery of the State of Delaware; provided that if the Delaware Court of Chancery does not have subject matter jurisdiction, any such Legal Proceeding will be brought exclusively in the United States District Court for the District of Delaware or any other court of the State of New York or Federal District Court for Delaware, and each of the Southern District parties hereby consents to the exclusive jurisdiction of New York located such courts (and of the appropriate appellate courts therefrom) in the City, County any such Legal Proceeding and State of New York (each, a “New York Court”), (b) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, any objection that it such party may now or hereafter have to the laying of the venue of any such proceeding brought Legal Proceeding in a New York Court, and any claim such court or that any such action or proceeding Legal Proceeding that is brought in a New York Court any such court has been brought in an inconvenient forum. Process in any such Legal Proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 5.5 will be deemed effective service of process on such party. (c) submits to the non-exclusive jurisdiction of any New York Court in any suitEACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, action or proceeding and TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (d1) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE ARISING UNDER THIS AGREEMENT IS LIKELY OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY LITIGATION DIRECTLY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR INDIRECTLY ARISING OUT HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF OR RELATING THE PARTIES TO THIS AGREEMENTAGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WILL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE BREACH, TERMINATION OR VALIDITY PARTIES TO THIS AGREEMENT MAY FILE A COPY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed in all respects, including validity, interpretation by and effect, by the law of the State of New York, regardless of the law that might be applied construed under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for applicable to contracts made and to be performed entirely within the Southern District State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City and County of New York located for the adjudication of any dispute hereunder or any other Transaction Document or in the Cityconnection herewith or therewith or with any transaction contemplated hereby or thereby, County and State of New York (each, a “New York Court”), (b) hereby irrevocably waives, and agrees not to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. (db) EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND THEREFORE HEREBY UNCONDITIONALLY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENTAGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. With respect to clause EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (dI) of the immediately preceding sentenceNO REPRESENTATIVE, each of the parties hereto acknowledges and certifies that (i) no representativeAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, agent or attorney of any other party has representedEXPRESSLY OR OTHERWISE, expressly or otherwiseTHAT SUCH OTHER PARTY WOULD NOT, that such other party would notIN THE EVENT OF LITIGATION, in the event of litigation, seek to enforce the waiver contained thereinSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of such waiverEACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes such waiver voluntarily and EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (ivIV) it has been induced to enter into this Agreement byEACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.6(b).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed in all respects, including validity, interpretation by and effect, by the law of the State of New York, regardless of the law that might be applied construed under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for applicable to contracts made and to be performed entirely within the Southern District State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State and County of New York located for the adjudication of any dispute hereunder or in the Cityconnection herewith or therewith or with any transaction contemplated hereby or thereby, County and State of New York (each, a “New York Court”), (b) hereby irrevocably waives, and agrees not to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding and is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. (db) EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND THEREFORE HEREBY UNCONDITIONALLY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. With respect to clause EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (dI) of the immediately preceding sentenceNO REPRESENTATIVE, each of the parties hereto acknowledges and certifies that (i) no representativeAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, agent or attorney of any other party has representedEXPRESSLY OR OTHERWISE, expressly or otherwiseTHAT SUCH OTHER PARTY WOULD NOT, that such other party would notIN THE EVENT OF LITIGATION, in the event of litigation, seek to enforce the waiver contained thereinSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of such waiverEACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT AND HAS HAD AN OPPORTUNITY TO SEEK SEPARATE COUNSEL OF ITS OWN CHOICE TO REVIEW THIS AGREEMENT, (iiiIII) it makes such waiver voluntarily and EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (ivIV) it has been induced to enter into this Agreement byEACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. 8.16.1 THIS SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 8.16.2 Each of the parties hereto Grantor hereby irrevocably and unconditionally (a) agrees that any legal suitsubmits, action or proceeding brought by any party hereto arising out for itself and its property, to the nonexclusive jurisdiction of or based upon this Agreement or the transactions contemplated hereby may be brought in any court Supreme Court of the State of New York or Federal sitting in New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Security Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each Grantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York located State or, to the extent permitted by law, in such Federal court. Each Grantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Security Agreement or any other Loan Document against any Grantor or its properties in the City, County courts of any jurisdiction. 8.16.3 Each Grantor hereby irrevocably and State of New York (each, a “New York Court”), (b) unconditionally waives, to the fullest extent that it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding arising out of or relating to this Security Agreement or any other Loan Document in any court referred to in Section 8.16.2. Each Grantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 8.16.4 Each party to this Security Agreement irrevocably consents to service of process in the manner provided for notices in Article IX of this Security Agreement, and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that (i) no representative, Grantors hereby appoints the Borrower as its agent for service of process. Nothing in this Security Agreement or attorney any other Loan Document will affect the right of any party to this Security Agreement to serve process in any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7manner permitted by law.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects(a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE GOVERNED BY, including validityINTERPRETED AND CONSTRUED IN ACCORDANCE WITH, interpretation and effectTHE LAWS OF THE STATE OF DELAWARE, by the law of the State of New YorkWITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY HEREIN, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdictionEACH PARTY TO THIS AGREEMENT HEREBY AGREES THAT ANY DISPUTE, ACTION OR PROCEEDING BROUGHT BY ANY PARTY ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE DEBT FINANCING OR THE PERFORMANCE THEREOF AGAINST ANY FINANCING SOURCE (EACH, A “DEBT FINANCING DISPUTE”) SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the parties hereto to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (aand only if) agrees such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that any legal suit, is the subject of the action or proceeding brought by is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in the district of Delaware, and any party hereto appellate court from any thereof, in any action or proceeding arising out of or based upon relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby may be brought or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in any court the Court of Chancery of the State of New York Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or Federal District Court for the Southern District of New York located proceeding is vested exclusively in the Cityfederal courts of the United States of America, County the federal court of the United States of America sitting in the district of Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of New York Delaware, or, if (eachand only if) such court finds it lacks subject matter jurisdiction, a “New York Court”)the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in the district of Delaware, as applicable, and any appellate court from any thereof, (biii) waives, to the fullest extent that it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding brought in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the parties hereto agrees that a New York Court, and any claim that final judgment in any such action or proceeding brought shall be conclusive and may be enforced in a New York Court has been brought other jurisdictions by suit on the judgment or in an inconvenient forum, (c) submits any other manner provided by Law. Notwithstanding anything to the noncontrary in this Agreement, each of the parties to this Agreement and their respective Affiliates agrees that it will not directly or indirectly assist or support any action, cause of action, claim, cross-exclusive claim, or third-party claim of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Financing Source in any way relating to this Agreement or any of the transactions contemplated hereby, including any Debt Financing Dispute, in any forum other than the state or federal courts located in the Borough of Manhattan in the City of New York, New York. Each party to this Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 10.9, in the manner provided for notices in Section 10.2. Nothing in this Agreement will affect the right of any New York Court party to this Agreement to serve process in any suit, action or proceeding and other manner permitted by Law. (db) ACKNOWLEDGES EACH PARTY HEREBY IRREVOCABLY AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY A JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE MERGER AND OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING IN CONNECTION WITH ANY DEBT FINANCING DISPUTE. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, OR BY, AMONG OTHER THINGS, THE BREACH, TERMINATION OR VALIDITY OF MUTUAL WAIVERS AND CERTIFICATIONS IN THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7SECTION 10.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Except as otherwise expressly provided in any of the Loan Documents, New York law governs the Loan Documents without regard to principles of conflicts of law. Except to the extent otherwise set forth in the Loan Documents, each of the Loan Parties, Agent and Lenders submit to the exclusive jurisdiction of the State and Federal courts in the Borough of Manhattan in New York, New York; provided, however, that nothing in this Agreement shall be governed deemed to operate to preclude Agent from bringing suit or taking other legal action in all respectsany other jurisdiction to realize on the Collateral or any other security for the Obligations, including validity, interpretation or to enforce a judgment or other court order in favor of Agent or any Lender. Borrower and effect, by the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws each other Loan Party expressly submits and consents in advance to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that jurisdiction in any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought suit commenced in any court of the State of New York or Federal District Court for the Southern District of New York located in the Citysuch court, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, Borrower and each other Loan Party hereby waives any objection that it may now have based upon lack of personal jurisdiction, improper venue, or hereafter have forum non conveniens and hereby consents to the laying granting of venue such legal or equitable relief as is deemed appropriate by such court. Borrower and each other Loan Party hereby waives personal service of any such proceeding brought in a New York Courtthe summons, complaints, and any claim that any other process issued in such action or proceeding brought suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in a New York Court has been brought accordance with, Article 11 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s or such other Loan Party’s actual receipt thereof or three (3) days after deposit in an inconvenient forumthe U.S. mails, (c) submits to the non-exclusive jurisdiction of any New York Court in any suitproper postage prepaid. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, action or proceeding and (d) ACKNOWLEDGES BORROWER, EACH OTHER LOAN PARTY, AGENT AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY EACH LENDER EACH WAIVE THEIR RIGHT THAT SUCH PARTY MAY HAVE TO A JURY TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY CLAIM OR INDIRECTLY CAUSE OF ACTION ARISING OUT OF OR RELATING TO BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR THE BREACHANY CONTEMPLATED TRANSACTION, TERMINATION OR VALIDITY INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AGREEMENT. With respect to clause (d) EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. This Section 14.14 shall survive the termination of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7. No Indemnifying Party shall seek any order of a court or other governmental authority that would prohibit or otherwise interfere with the performance of any of the Indemnifying Parties’ advancement, indemnification and other obligations under this Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed in all respects, including validity, interpretation and effect, by the law laws of the State of New YorkDelaware, regardless of the law that might be applied under without regard to principles of conflict conflicts of laws to the extent such principles would require or permit the application of the laws of another jurisdictionlaws. Each of the parties hereto party hereby irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of the state and federal courts sitting in King County, Washington, for the adjudication of any New York Court dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACHTRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TERMINATION TORT OR VALIDITY ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentenceAGREEMENT BY, each of the parties hereto acknowledges and certifies that (i) no representativeAMONG OTHER THINGS, 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects(a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, including validityGOVERNED BY, interpretation AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the Parties hereby irrevocably and effectunconditionally submits, by for itself and its property, to the law exclusive personal jurisdiction of the Court of Chancery of the State of New YorkDelaware, regardless or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the law State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that might be applied under principles of conflict of laws to is the extent such principles would require or permit the application subject of the laws of another jurisdiction. Each action or proceeding is vested exclusively in the federal courts of the parties hereto United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (ai) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any legal suit, claim in respect of any such action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought heard and determined in any court the Court of Chancery of the State of New York Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or Federal District Court for proceeding is vested exclusively in the Southern District federal courts of New York the United States of America, the federal court of the United States of America located in the City, County and State of New York (eachCastle, a “New York Court”)Delaware, as applicable, and any appellate court from any thereof, (biii) waives, to the fullest extent that it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding brought in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a New York Court, and any claim that final judgment in any such action or proceeding brought shall be conclusive and may be enforced in a New York Court has been brought other jurisdictions by suit on the judgment or in an inconvenient forumany other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties and, (c) submits to the non-exclusive extent permitted by Law, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any New York Court Party to serve process in any suit, action or proceeding and other manner permitted by Law. (db) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT 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 THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE BREACHMERGER AND OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, TERMINATION AGENT OR VALIDITY ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained thereinWAIVER, (iiC) it understands and has considered the implications of such waiverEACH PARTY MAKES SUCH WAIVERS VOLUNTARILY, AND (iiiD) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement byEACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.5(b).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed in all respectsby, including validity, interpretation and effect, by the law laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws without giving effect to the extent such conflicts of law principles would require or permit the application of the laws of another jurisdiction. thereof. (b) Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal action, suit, action or proceeding brought by any party hereto Proceeding arising out of or based upon relating to this Agreement brought by any Party or its successors or assigns shall be brought and determined in any federal or state court in the State of New York. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such Proceeding arising out of or relating to this Agreement or the transactions contemplated Transactions. Each of the Parties hereby may be brought irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim, or otherwise, in any court Proceeding arising out of or relating to this Agreement or the State of New York or Federal District Court for Transactions, that (i) the Southern District of New York located Proceeding in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been court is brought in an inconvenient forum, (ii) the venue of such Proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (c) submits to the non-exclusive jurisdiction of any New York Court in any suitEACH PARTY HEREBY WAIVES, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE BREACHEVENT OF LITIGATION, TERMINATION OR VALIDITY OF SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentenceAGREEMENT BY, each of the parties hereto acknowledges and certifies that (i) no representativeAMONG OTHER THINGS, 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.12.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed and enforced in all respects, including validity, interpretation and effect, by accordance with the law of the State of New York, regardless of the law that might be applied under principles of conflict of internal laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for without regard to the Southern District principles of conflicts of law thereof. Each party hereto hereby irrevocably submits to the nonexclusive jurisdiction of the courts of the state of New York located and of the United States of America sitting in the City, County and State City of New York (eachYork, a “New York Court”)Borough of Manhattan, (b) for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that the venue thereof may not be appropriate, that such suit, action or proceeding is improper or that this Agreement or any of the documents referred to in this Agreement may not be enforced in or by said courts, and (deach party hereto irrevocably agrees that all claims with respect to such suit, action or proceeding may be heard and determined in such a New York state or federal court. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party in the manner provided in Section 12(b) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE of the Stock Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY IN RESPECT FOR THE ADJUDICATION OF ANY LITIGATION DIRECTLY DISPUTE HEREUNDER OR INDIRECTLY IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and all claims and causes of action based upon, arising out of or in connection herewith shall be governed by, and construed in all respectsaccordance with, including validity, interpretation and effect, by the law Laws of the State of New York, regardless of the law without regard to Laws that might may be applied applicable under principles of conflict conflicts of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court whether of the State of New York or Federal any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York located and any appellate court from any thereof, in any proceeding arising out of or relating to this Agreement or the Citytransactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, County and State each of New York the parties hereto hereby irrevocably and unconditionally (each, a “New York Court”)i) agrees not to commence any such Proceeding except in such courts, (bii) agrees that any claim in respect of any such Proceeding may be heard and determined in such court, (iii) waives, to the fullest extent that it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such proceeding brought Proceeding in a New York Courtany such court, and any claim that (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such action court. Each of the parties hereto agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding brought in a New York Court has been brought any other manner provided by Law. Each party hereto irrevocably consents to service of process in an inconvenient forum, the manner provided for notices in Section 8.3. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Law. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE BREACHTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, TERMINATION AGENT OR VALIDITY ATTORNEY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentenceANY OTHER PARTY HERETO HAS REPRESENTED, each of the parties hereto acknowledges and certifies that (i) no representativeEXPRESSLY OR OTHERWISE, agent or attorney of any other party has representedTHAT SUCH OTHER PARTY WOULD NOT, expressly or otherwiseIN THE EVENT OF LITIGATION, that such other party would not, in the event of litigation, seek to enforce the waiver contained thereinSEEK TO ENFORCE EITHER OF SUCH WAIVERS, (iiII) it understands and has considered the implications of such waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iiiIII) it makes such waiver voluntarily and IT MAKES SUCH WAIVERS VOLUNTARILY AND (ivIV) it has been induced to enter into this Agreement byIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.12(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respectsTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, including validity, interpretation and effect, by the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdictionWITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT SUCH PRINCIPLES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 711.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in all respects, including validity, interpretation and effect, by accordance with the law laws of the State of New York, regardless of . The Underwriters and the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally Company: (a) agrees agree that any legal suit, action or proceeding brought by any party hereto arising out of or based upon relating to this Agreement or and/or the transactions contemplated hereby may shall be brought instituted exclusively in any court the Supreme Court of the State of New York, New York County, or Federal in the United States District Court for the Southern District of New York; (b) waive any objection which they may have now or hereafter to the venue of any such suit, action or proceeding; and (c) irrevocably consent to the jurisdiction of the Supreme Court of the State of New York, New York County, or of the United States District Court for the Southern District of New York located in any such suit, action or proceeding. The Underwriters and the City, County Company further agree to accept and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue acknowledge service of any such proceeding brought and all process which may be served in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Underwriters mailed by certified mail to the Underwriters’ address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the Underwriters, in any such suit, action or proceeding. THE COMPANY (dON BEHALF OF ITSELF, THE SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT SUCH PARTY ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY CLAIM BASED UPON, ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7REGISTRATION STATEMENT AND THE PROSPECTUS.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed in all respects, including validity, interpretation by and effect, by the law of the State of New York, regardless of the law that might be applied construed under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for applicable to contracts made and to be performed entirely within the Southern District State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City and County of New York located for the adjudication of any dispute hereunder or any other Transaction Document or in the Cityconnection herewith or therewith or with any transaction contemplated hereby or thereby, County and State of New York (each, a “New York Court”), (b) hereby irrevocably waives, and agrees not to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. (db) EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND THEREFORE HEREBY UNCONDITIONALLY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentenceAGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in all respects, including validity, interpretation and effect, by accordance with the law Laws of the State of New YorkMaryland applicable to contracts made and performed entirely within such state, regardless without regard to any applicable conflicts of the law principles that might be applied under principles of conflict of laws to the extent such principles would require or permit cause the application of the laws Laws of another jurisdiction, except to the extent governed by the Investment Company Act, in which case the latter shall control. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions shall be brought in the Circuit Court for Baltimore City, Maryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, and the appellate courts to which orders and judgments therefore may be appealed (collectively, the “Acceptable Courts”). In any such judicial proceeding, each of the parties further consents to the assignment of any proceeding in the Circuit Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the parties hereto irrevocably and unconditionally (a) agrees that submits to the jurisdiction of any legal suitAcceptable Court in any Proceeding seeking to enforce any provision of, action or proceeding brought by based on any party hereto matter arising out of or based upon in connection with, this Agreement or the transactions contemplated Transactions and hereby may be brought irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) such Proceeding. Each party hereto irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such proceeding brought in a New York Court, and any claim Acceptable Court or that any such action or proceeding Proceeding brought in a New York any such Acceptable Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) . EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT 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 AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR AGREEMENT AND THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENTTRANSACTIONS CONTEMPLATED HEREBY. With respect to clause Each party hereto (da) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that (i) no representative, agent or attorney representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigationany action, suit or proceeding, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such foregoing waiver, (iiib) certifies that it makes such this waiver voluntarily and (ivc) acknowledges that it has and the other parties hereto have been induced to enter into this Agreement Agreement, by, among other things, the mutual waivers waiver and certifications contained in this Section 711.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in all respectsaccordance with, including validity, interpretation and effect, by the law internal laws of the State of New York, regardless of without giving effect to the law that might be applied under principles of conflict of laws to the extent such principles that would require or permit the application of the laws law of another any other jurisdiction. Each By its execution and delivery of this Agreement, each of the parties hereto hereby irrevocably and unconditionally (a) agrees for itself that any legal suitaction, action suit or proceeding brought by against it with respect to any party hereto matter under or arising out of or based upon in connection with this Agreement or the transactions contemplated hereby for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in any either a state or federal court of competent jurisdiction in the State and County of New York or Federal District Court for York. By execution and delivery of this Agreement, each of the Southern District of New York located in the City, County parties hereto hereby irrevocably accepts and State of New York (each, a “New York Court”), (b) waives, submits itself to the fullest extent that it may effectively do sononexclusive jurisdiction of each such court, any objection that it may now or hereafter have generally and unconditionally, with respect to the laying of venue of any such proceeding brought in a New York Courtaction, and any claim that any such action suit or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY proceeding. EACH PARTY HERETO UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY LEGAL ACTION, PROCEEDING, CLAIM OR INDIRECTLY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect TRANSACTIONS CONTEMPLATED HEREBY. (b) Each party acknowledges that it would be impossible to clause (d) determine the amount of damages that would result from any breach of any of the immediately preceding sentenceprovisions of this Agreement and that, in view of the uniqueness of the subject matter of this Agreement, the remedy at law for any breach, or threatened breach, of any of such provisions would be inadequate and, accordingly, agrees that each other party, in addition to any other rights or remedies which it may have, shall be entitled to specific performance of this Agreement and any of the terms of this Agreement and such other equitable and injunctive relief available to the parties from any court of competent jurisdiction to compel specific performance of, or restrain any party from violating, any of such provisions. In connection with any action or proceeding for equitable and injunctive relief permitted hereunder, each party hereby waives any claim or defense that a remedy at law alone is adequate and, to the maximum extent permitted by applicable law, agrees to have each provision of this Agreement specifically enforced against it, without the parties hereto acknowledges necessity of posting bond or other security against it, and certifies that (i) no representative, agent consents to the entry of equitable and injunctive relief against it enjoining or attorney restraining any breach or threatened breach of any other party has represented, expressly or otherwise, that such other party would not, in the event provision of litigation, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects(a) THIS CREDIT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, including validityWITHOUT REGARD TO THE CONLICTS OF LAW RULES THEREOF. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, interpretation for itself and effectits property, by to the law nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, regardless and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Credit Agreement or any other Credit Document, or for recognition or enforcement of any judgment, and each of the law parties hereto hereby irrevocably and unconditionally agrees that might all claims in respect of any such action or proceeding may be applied under principles of conflict of laws heard and determined in such New York State or, to the extent permitted by law, in such principles would require or permit the application of the laws of another jurisdictionFederal court. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought a final judgment in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought shall be conclusive and may be enforced in a New York Court has been brought other jurisdictions by suit on the judgment or in an inconvenient forum, any other manner provided by law. Nothing in this Credit Agreement or any other Credit Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Credit Agreement or any other Credit Document against the Borrower or any of its properties in the courts of any jurisdiction. (c) submits to the non-exclusive jurisdiction of any New York Court in any suitTHE BORROWER HEREBY IRREVOCABLY WAIVES, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE HEREBY WAIVES ANY ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY ACTION, PROCEEDING OR INDIRECTLY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in all respects, including validity, interpretation and effect, by accordance with the law Laws of the State of New YorkMaryland applicable to contracts made and performed entirely within such state, regardless without regard to any applicable conflicts of the law principles that might be applied under principles of conflict of laws to the extent such principles would require or permit cause the application of the laws Laws of another jurisdiction, except to the extent (a) governed by the Investment Company Act, in which case the Investment Company Act shall control and (b) the Second Merger is governed by the DGCL, in which case the DGCL shall control. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions shall be brought in the Circuit Court for Baltimore City, Maryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, and the appellate courts to which orders and judgments therefore may be appealed (collectively, the “Acceptable Courts”). In any such judicial proceeding, each of the parties further consents to the assignment of any proceeding in the Circuit Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the parties hereto irrevocably and unconditionally (a) agrees that submits to the jurisdiction of any legal suitAcceptable Court in any Proceeding seeking to enforce any provision of, action or proceeding brought by based on any party hereto matter arising out of or based upon in connection with, this Agreement or the transactions contemplated Transactions and hereby may be brought irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) such Proceeding. Each party hereto irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such proceeding brought in a New York Court, and any claim Acceptable Court or that any such action or proceeding Proceeding brought in a New York any such Acceptable Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) . EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT 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 AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR AGREEMENT AND THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENTTRANSACTIONS CONTEMPLATED HEREBY. With respect to clause Each party hereto (da) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that (i) no representative, agent or attorney representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigationany action, suit or proceeding, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such foregoing waiver, (iiib) certifies that it makes such this waiver voluntarily and (ivc) acknowledges that it has and the other parties hereto have been induced to enter into this Agreement Agreement, by, among other things, the mutual waivers waiver and certifications contained in this Section 711.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Limited Guarantee and all claims or causes of action (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this Limited Guarantee or the negotiation, execution or performance of this Limited Guarantee (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Limited Guarantee) shall be governed by and construed in all respects, including validity, interpretation and effect, by accordance with the law laws of the State of New YorkDelaware, regardless without giving effect to any choice or conflict of law provision or rule (whether of the law State of Delaware or any other jurisdiction) that might be applied under principles of conflict of laws to the extent such principles would require or permit cause the application of the laws of another jurisdictionany jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Limited Guarantee and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Limited Guarantee 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, or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or, if both the Delaware Court of Chancery and the federal courts within the State of Delaware decline to accept jurisdiction over a particular matter, any other state court within the State of Delaware, and, in each case, any appellate court therefrom. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and unconditionally (a) in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Limited Guarantee, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 10(a), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (x) the suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any such court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been is brought in an inconvenient forum, (cy) submits to the non-exclusive jurisdiction venue of any New York Court in any such suit, action or proceeding and is improper or (dz) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESthis Limited Guarantee, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENTor the subject matter hereof, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENTmay not be enforced in or by such courts. With respect to clause (d) of the immediately preceding sentence, each Each of the parties hereto acknowledges and certifies agrees that (i) no representative, agent service of process upon such party in any such action or attorney of any other party has represented, expressly or otherwise, that proceeding shall be effective if such other party would not, process is given as a notice in the event of litigation, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this accordance with Section 7.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respectsTHE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, including validity, interpretation and effect, by the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdictionTHE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each of the parties hereto irrevocably and unconditionally (a) agrees that any Any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement Indenture or the transactions contemplated hereby may be brought instituted in any court the federal courts of the United States of America located in the City of New York or the courts of the State of New York or Federal District Court for the Southern District of New York in each case located in the City, County and State City of New York (eachcollectively, a the “New York CourtSpecified Courts”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) each party irrevocably submits to the non-exclusive jurisdiction of such courts in any New York Court in such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The Company, the Trustee, the Collateral Agent and the Holders (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) by their acceptance of the immediately preceding sentenceNotes) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, each action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum. The Company, the Trustee, the Collateral Agent and the Holders (by their acceptance of the parties hereto acknowledges Notes) each hereby irrevocably waive, to the fullest extent permitted by applicable law, any and certifies that (i) no representative, agent all right to trial by jury in any legal proceeding arising out of or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek relating to enforce the waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other thingsIndenture, the mutual waivers and certifications contained in this Section 7Notes or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Amendment, and all Actions (whether in contract or tort) that may be based upon, arise out of or relate to this Amendment or the negotiation, execution or performance hereof (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Amendment or as an inducement to enter into this Amendment), shall be governed by and construed in all respects, including validity, interpretation and effect, by accordance with the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws without regard to the extent such choice of law or conflicts of law principles would require or permit thereof that could cause the application of the laws of another state or jurisdiction. The parties hereto expressly waive any right they may have, now or in the future, to demand or seek the application of a governing law other than the law of the State of New York. (b) Each of the parties hereto hereby irrevocably and unconditionally (a) agrees that submits, for itself and its property, to the exclusive jurisdiction of the United States District Court sitting in the State of New York located in New York County or, if such courts shall not have jurisdiction, the state courts sitting in the State of New York in New York County, and any legal suitappellate court from any appeal thereof, action or proceeding brought by in any party hereto Action arising out of or based upon relating to this Agreement Amendment or the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such Action except in such courts, (ii) agrees that any claim in respect of any such Action may be brought heard and determined in any court of such state courts or, to the State of New York or Federal District Court for the Southern District of New York located extent permitted by Law, in the City, County and State of New York (each, a “New York Court”)such federal court, (biii) waives, to the fullest extent that it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such proceeding brought Action in such state courts or such federal court and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in such state courts or such federal court. Each of the Parties agrees that a New York Court, and any claim that final judgment in any such action Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding brought in a New York Court has been brought any other manner provided by Law. Each Party irrevocably consents to service of process in an inconvenient forum, the manner provided for notices in Section 11.01 of the Agreement. Nothing in this Amendment will affect the right of any party to this Amendment to serve process in any other manner permitted by Law. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT AMENDMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AMENDMENT OR THE BREACHTRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, TERMINATION AGENT OR VALIDITY ATTORNEY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentenceANY OTHER PARTY HAS REPRESENTED, each of the parties hereto acknowledges and certifies that (i) no representativeEXPRESSLY OR OTHERWISE, agent or attorney of any other party has representedTHAT SUCH OTHER PARTY WOULD NOT, expressly or otherwiseIN THE EVENT OF LITIGATION, that such other party would not, in the event of litigation, seek to enforce the waiver contained thereinSEEK TO ENFORCE EITHER OF SUCH WAIVERS, (iiII) it understands and has considered the implications of such waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iiiIII) it makes such waiver voluntarily and IT MAKES SUCH WAIVERS VOLUNTARILY AND (ivIV) it has been induced to enter into IT HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2.3(c). [The remainder of this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7page is intentionally left blank.]

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects(a) THIS CREDIT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, including validityfor itself and its property, interpretation to the jurisdiction of the United States District Court of the Southern District of New York and effect, by of the law Supreme Court of the State of New YorkYork sitting in New York County, regardless and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Credit Agreement or any other Credit Document, or for recognition or enforcement of any judgment, and each of the law parties hereto hereby irrevocably and unconditionally agrees that might all claims in respect of any such action or proceeding may be applied under principles of conflict of laws heard and determined in such New York State or, to the extent permitted by law, in such principles would require or permit the application of the laws of another jurisdictionFederal court. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought a final judgment in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought shall be conclusive and may be enforced in a New York Court has been brought other jurisdictions by suit on the judgment or in an inconvenient forum, any other manner provided by law. Nothing in this Credit Agreement or any other Credit Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Credit Agreement or any other Credit Document against the Borrower or any of its properties in the courts of any jurisdiction. (c) submits to the non-exclusive jurisdiction of any New York Court in any suitTHE LENDER AND THE BORROWER HEREBY IRREVOCABLY WAIVES, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE HEREBY WAIVES ANY ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY ACTION, PROCEEDING OR INDIRECTLY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in all respects, including validity, interpretation and effect, by accordance with the law Laws of the State of New YorkDelaware applicable to contracts made and performed entirely within such state, regardless without regard to any applicable conflicts of the law principles that might be applied under principles of conflict of laws to the extent such principles would require or permit cause the application of the laws Laws of another jurisdiction, except to the extent governed by the Investment Company Act, in which case the latter shall control. Each of the The parties hereto irrevocably and unconditionally (a) agrees agree that any legal suit, action or proceeding Proceeding brought by any party hereto to enforce any provision of, or based on any matter arising out of or based upon in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any court the Delaware Court of Chancery, or if jurisdiction over the State of New York or Federal matter is vested exclusively in federal courts, the United States District Court for the Southern District of New York located in Delaware, and the Cityappellate courts to which orders and judgments therefore may be appealed (collectively, County and State of New York (each, a the “New York CourtAcceptable Courts”). Each of the parties hereto submits to the jurisdiction of any Acceptable Court in any Proceeding seeking to enforce any provision of, (b) or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such Proceeding. Each party hereto irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such proceeding brought in a New York Court, and any claim Acceptable Court or that any such action or proceeding Proceeding brought in a New York any such Acceptable Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) . EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT 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 AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR AGREEMENT AND THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENTTRANSACTIONS CONTEMPLATED HEREBY. With respect to clause Each party hereto (da) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that (i) no representative, agent or attorney representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigationany action, suit or proceeding, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such foregoing waiver, (iiib) certifies that it makes such this waiver voluntarily and (ivc) acknowledges that it has and the other parties hereto have been induced to enter into this Agreement Agreement, by, among other things, the mutual waivers waiver and certifications contained in this Section 79.8.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall (a) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Amendment will be governed brought exclusively in all respects, including validity, interpretation and effect, by the law Court of Chancery of the State of New YorkDelaware (the "Delaware Chancery Court"), regardless or, if the Delaware Chancery Court does not have subject matter jurisdiction, in the federal courts located in the State of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdictionDelaware. Each of the parties hereto irrevocably and unconditionally (a) agrees that hereby consents to personal jurisdiction in any legal suitsuch action, action suit or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any such court (and of the State of New York or Federal District Court for the Southern District of New York located in the City, County appropriate appellate courts therefrom) and State of New York (each, a “New York Court”), (b) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in a New York Court, and any claim such court or that any such suit, action or proceeding brought in a New York Court any such court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court . Process in any such suit, action or proceeding and may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.8 of the Merger Agreement shall be deemed effective service of process on such party. (db) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT AMENDMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND THEREFORE HEREBY UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF TO ANY LITIGATION ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENTAMENDMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE BREACHEVENT OF SUCH ACTION, TERMINATION OR VALIDITY SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained thereinWAIVER, (iiC) it understands and has considered the implications of such waiverEACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iiiD) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement byEACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11(b).

Governing Law; Jurisdiction; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed in all respects, including validity, interpretation and effect, by the law laws of the State of New York, regardless of the law that might be applied under without regard to principles of conflict conflicts of laws to the extent such principles would require or permit the application of the laws of another jurisdictionlaws. Each of the parties hereto party hereby irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any New York Court dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACHTRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TERMINATION TORT OR VALIDITY ANY OTHER THEORY. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentenceAGREEMENT BY, each of the parties hereto acknowledges and certifies that (i) no representativeAMONG OTHER THINGS, 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK. (b) In connection with any legal suit, claim, action or proceeding brought by any party hereto arising out of or based upon relating to this Agreement or and the transactions contemplated hereby, each party hereto hereby may be brought consents to the in personam jurisdiction of any court of the State of New York or Federal District Court for the Southern District of New York any U.S. federal court located in the CityBorough of Manhattan in the City of New York, County and State of New York York; each party hereto agrees that service by registered mail, or any other form equivalent thereto (eachor, a “New York Court”)in the alternative, (bby any other means sufficient under applicable law, rules and regulations) waivesat the addresses set forth in Section 17 hereof shall be valid and sufficient for all purposes; and each party hereto agrees to, to the fullest extent that it may effectively do so, and irrevocably waives any objection that it may now based on forum non conveniens or hereafter have to venue not to, appear in such state or U.S. federal court located in the laying Borough of venue Manhattan. Each of any such proceeding brought the Company, the Buyer, the Property Servicers, the Receivables Servicer and each Bond Issuer irrevocably designates CT Corporation System, 100 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in a New York Court, and any claim that any such action or proceeding brought and taking all such acts as may be necessary or appropriate in a New York Court has been brought order to confer jurisdiction over it by such state or U.S. federal court in the Borough of Manhattan, and each of such parties stipulates that such appointment is irrevocable and coupled with an inconvenient forum, interest. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES EACH OF THE PARTIES HEREBY IRREVOCABLY AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY LEGAL ACTION OR INDIRECTLY ARISING OUT OF OR PROCEEDING RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in all respects, including validity, interpretation and effect, by accordance with the law Laws of the State of New YorkMaryland applicable to contracts made and performed entirely within such state, regardless without regard to any applicable conflicts of the law principles that might be applied under principles of conflict of laws to the extent such principles would require or permit cause the application of the laws Laws of another jurisdiction, except to the extent governed by the Investment Company Act, in which case the Investment Company Act shall control. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions shall be brought in the Circuit Court for Baltimore City, Maryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, Northern Division and the appellate courts to which Orders and judgments therefore may be appealed (collectively, the “Acceptable Courts”). In any such judicial proceeding, each of the parties further consents to the assignment of any proceeding in the Circuit Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the parties hereto irrevocably and unconditionally (a) agrees that submits to the jurisdiction of any legal suitAcceptable Court in any Proceeding seeking to enforce any provision of, action or proceeding brought by based on any party hereto matter arising out of or based upon in connection with, this Agreement or the transactions contemplated Transactions and hereby may be brought irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) such Proceeding. Each party hereto irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such proceeding brought in a New York Court, and any claim Acceptable Court or that any such action or proceeding Proceeding brought in a New York any such Acceptable Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) . EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT 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 AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR AGREEMENT AND THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENTTRANSACTIONS CONTEMPLATED HEREBY. With respect to clause Each party hereto (da) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that (i) no representative, agent or attorney Representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigationany action, suit or proceeding, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such foregoing waiver, (iiib) certifies that it makes such this waiver voluntarily and (ivc) acknowledges that it has and the other parties hereto have been induced to enter into this Agreement Agreement, by, among other things, the mutual waivers waiver and certifications contained in this Section 711.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Agreement, other documents delivered pursuant hereto and the legal relations between the Parties shall be governed and construed in all respectsaccordance with the Laws of the State of Texas, without giving effect to principles of conflicts of laws that would result in the application of the Laws of another jurisdiction, except that (i) with respect to issues relating to real property for properties located in a specific state, the Laws of that state shall govern and (ii) matters involving the Financing shall be governed and construed in accordance with the laws of the State of New York. Subject to Article XVI, the Parties consent to the exercise of jurisdiction in personam by the courts of the State of Texas for any dispute arising under this Agreement. The Parties agree to venue in Dallas, Texas, including, without limitation, with respect to any arbitration conducted pursuant to Article XVI or other dispute arising under this Agreement. (b) THE PARTIES HEREBY WAIVE IRREVOCABLY ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY DOCUMENT CONTEMPLATED HEREIN OR OTHERWISE RELATED HERETO, INCLUDING ANY DISPUTE ARISING OUT OF OR RELATING TO THE FINANCING OR THE PERFORMANCE THEREOF. (c) Notwithstanding anything in this Section 17.14 to the contrary, each of the Parties hereby irrevocably consents and agrees that it will not bring or support any action, cause of action, notice of violation, audit, complaint, demand, suit, arbitration, mediation, claim, proceeding or investigation (whether at Law, in equity, in contract, in tort or otherwise) against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including validityany dispute arising out of or relating in any way to the Financing or the performance thereof, interpretation and effect, by in any forum other than the law Supreme Court of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for County, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the federal courts located in the Southern District of New York located in the City, County (and State appellate courts thereof). The provisions of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 717.14(c) shall be enforceable by each Financing Source.

Governing Law; Jurisdiction; Waiver of Jury Trial. This (a) The Parties agree that this Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, construed in all respects, including validity, interpretation and effect, by enforced in accordance with the law internal Laws of the State of New York, regardless Jersey (including its statutes of the law limitations) without regard to any conflict of Laws or choice of Law principles that might be applied under principles otherwise refer construction or interpretation of conflict of laws this Agreement to the extent such principles would require or permit the application of the laws substantive Law of another jurisdiction. . (b) Each of the parties hereto irrevocably and unconditionally (a) Party agrees that it will bring any legal suit, action or proceeding brought by in respect of any party hereto claim arising out of or based upon related to this Agreement or the transactions contemplated hereby may be brought exclusively in any federal or state court of competent jurisdiction located in the State of New York or Federal District Court for Jersey (the Southern District of New York located in the City, County and State of New York (each, a “New York CourtChosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (bi) waives, irrevocably submits to the fullest extent that it may effectively do soexclusive jurisdiction of the Chosen Courts, (ii) waives any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum, forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given in accordance with Section 10.8. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY WAIVES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY OF TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. With respect to clause EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (dI) of the immediately preceding sentenceNO REPRESENTATIVE, each of the parties hereto acknowledges and certifies that (i) no representativeAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, agent or attorney of any other party has representedEXPRESSLY OR OTHERWISE, expressly or otherwiseTHAT SUCH OTHER PARTY WOULD NOT, that such other party would notIN THE EVENT OF ANY ACTION, in the event of litigationSUIT OR PROCEEDING, seek to enforce the waiver contained thereinSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7.EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. 8.16.1 THIS SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 8.16.2 Each of the parties hereto Grantor hereby irrevocably and unconditionally (a) agrees that any legal suitsubmits, action or proceeding brought by any party hereto arising out for itself and its property, to the nonexclusive jurisdiction of or based upon this Agreement or the transactions contemplated hereby may be brought in any court Supreme Court of the State of New York or Federal sitting in New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Security Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each Grantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York located State or, to the extent permitted by law, in such Federal court. Each Grantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Security Agreement or any other Loan Document against any Grantor or its properties in the City, County courts of any jurisdiction. 8.16.3 Each Grantor hereby irrevocably and State of New York (each, a “New York Court”), (b) unconditionally waives, to the fullest extent that it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding arising out of or relating to this Security Agreement or any other Loan Document in any court referred to in Section 8.16.2 hereof. Each Grantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 8.16.4 Each party to this Security Agreement irrevocably consents to service of process in the manner provided for notices in Article IX of this Security Agreement, and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that (i) no representative, Grantors hereby appoints the Borrower as its agent for service of process. Nothing in this Security Agreement or attorney any other Loan Document will affect the right of any party to this Security Agreement to serve process in any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7manner permitted by law.

Governing Law; Jurisdiction; Waiver of Jury Trial. (i) This Agreement, and all Actions (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by and construed in all respects, including validity, interpretation and effect, by accordance with the law Laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws without regard to the extent such choice of law or conflicts of law principles would require or permit thereof that could cause the application of the laws of another state or jurisdiction. The Parties expressly waive any right they may have, now or in the future, to demand or seek the application of a governing law other than the Law of the State of New York. (ii) Each of the parties hereto Parties hereby irrevocably and unconditionally (a) agrees that submits, for itself and its property, to the exclusive jurisdiction of the United States District Court sitting in the State of New York in New York County, or if such courts shall not have jurisdiction, the state courts of the State of New York located in New York County, and any legal suitappellate court from any appeal thereof, action or proceeding brought by in any party hereto Action arising out of or based upon relating to this Agreement or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such Action except in such courts, (ii) agrees that any claim in respect of any such Action may be brought heard and determined in any court of such state courts or, to the State of New York or Federal District Court for the Southern District of New York located extent permitted by Law, in the City, County and State of New York (each, a “New York Court”)such federal court, (biii) waives, to the fullest extent that it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such proceeding brought Action in such state courts or such federal court and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in such state courts or such federal court. Each of the Parties agrees that a New York Court, and any claim that final judgment in any such action Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding brought in a New York Court has been brought any other manner provided by Law. Each Party irrevocably consents to service of process in an inconvenient forum, (c) submits to the non-exclusive jurisdiction manner provided for notices in Section 10(a). Nothing in this Agreement will affect the right of any New York Court party to this Agreement to serve process in any suit, action or proceeding and other manner permitted by Law. (diii) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACHTRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, TERMINATION AGENT OR VALIDITY ATTORNEY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentenceANY OTHER PARTY HAS REPRESENTED, each of the parties hereto acknowledges and certifies that (i) no representativeEXPRESSLY OR OTHERWISE, agent or attorney of any other party has representedTHAT SUCH OTHER PARTY WOULD NOT, expressly or otherwiseIN THE EVENT OF LITIGATION, that such other party would not, in the event of litigation, seek to enforce the waiver contained thereinSEEK TO ENFORCE EITHER OF SUCH WAIVERS, (iiII) it understands and has considered the implications of such waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iiiIII) it makes such waiver voluntarily and IT MAKES SUCH WAIVERS VOLUNTARILY AND (ivIV) it has been induced to enter into this Agreement byIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(d)(iii).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in all respectsaccordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New York. (b) Any Action based upon, including validity, interpretation arising out of or related to this Agreement must be brought in the state and effect, by federal courts sitting in the law State of New York located in New York County and the United States District Court for the Southern District of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each respectively, and each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out submits to the exclusive jurisdiction of or based upon this Agreement or the transactions contemplated hereby may be brought each such court in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”)such Action, (b) waives, to the fullest extent that it may effectively do so, waives any objection that it may now or hereafter have to the laying personal jurisdiction, venue or to convenience of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to agrees that all claims in respect of the non-exclusive jurisdiction of any New York Court Action shall be heard and determined only in any suitsuch court, action or proceeding and (d) agrees not to bring any Action arising out of or relating to this Agreement in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence Actions or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 5.6. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7.

Governing Law; Jurisdiction; Waiver of Jury Trial. This (a) To the maximum extent permitted by applicable Law, all matters relating to the interpretation, construction, validity and enforcement of this Agreement shall be governed by and construed and enforced in all respects, including validity, interpretation and effect, by accordance with the law Laws of the State of New YorkDelaware, regardless of the law that might be applied under without regard to principles of conflict of laws to the extent such principles Laws that would require or permit the an application of the laws of another jurisdictionstate’s Laws. Each of the parties Parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the Parties hereto irrevocably and unconditionally confirms and agrees (ai) agrees that any legal suit, action or proceeding brought by any party hereto arising out it is and shall continue to be subject to the jurisdiction of or based upon this Agreement or the transactions contemplated hereby may be brought in any court courts of the State of New York or Federal District Court for Delaware and of the Southern District of New York located federal courts sitting in the City, County and State of New York Delaware and (eachii)(A) to the extent that such Party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such Party’s agent for acceptance of legal process and notify the other Parties hereto of the name and address of such agent and (B) to the fullest extent permitted by Law, that service of process may also be made on such Party by prepaid certified mail with a “New York Court”)proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service, (b) waivesand that, to the fullest extent that it may effectively do sopermitted by applicable Law, any objection that it may now service made pursuant to (ii)(A) or hereafter (B) above shall have to the laying same legal force and effect as if served upon such Party personally within the State of venue of any such proceeding brought in a New York CourtDelaware. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forumEACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY (x) CONSENTS SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE, INCLUDING THE DELAWARE COURT OF CHANCERY IN AND FOR NEW CASTLE CO (THE “DELAWARE COURTS”) FOR ANY ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (AND AGREE TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS), (cy) submits to the non-exclusive jurisdiction of any New York Court in any suitWAIVES OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE DELAWARE COURTS, action or proceeding and AGREES NOT TO PLEAD OR CLAIM IN ANY DELAWARE COURT THAT SUCH LITIGATION BROUGHT THEREIN HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM AND (dz) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY OF TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. With respect . (b) Notwithstanding anything to clause (d) of the immediately preceding sentencecontrary contained in this Agreement, each of the parties hereto acknowledges and certifies that Parties hereto: (i) no representative, agent agrees that it will not bring or attorney support any Person in any action of any other party has representedkind or description, expressly whether in law or in equity, whether in contract or in tort or otherwise, that such other party would notagainst any of the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the financings contemplated thereby, in any forum other than the event federal and New York state courts located in the Borough of litigation, seek to enforce Manhattan within the waiver contained thereinCity of New York, (ii) it understands agrees that, except as specifically set forth in the Debt Financing, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources in any way relating to the Debt Financing or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and has considered construed in accordance with, the implications internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such waiver, principles or rules would require or permit the application of laws of another jurisdiction and (iii) it makes hereby irrevocably and unconditionally waives any right such waiver voluntarily and Party may have to a trial by jury in respect of any litigation (ivwhether in law or in equity, whether in contract or in tort or otherwise) it has been induced directly or indirectly arising out of or relating in any way to enter into this Agreement by, among other things, the mutual waivers and certifications contained in Debt Financing or the performance thereof or the financings contemplated thereby. The Financing Sources are intended third party beneficiaries of this Section 710.2(b).

Governing Law; Jurisdiction; Waiver of Jury Trial. This To the maximum extent permitted by applicable law, the provisions of this Agreement shall be governed by and construed and enforced in all respects, including validity, interpretation and effect, by accordance with the law laws of the State of New YorkDelaware, regardless of the law that might be applied under without regard to principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdictionlaws. Each of the parties Parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the Parties hereto irrevocably and unconditionally confirms and agrees (ai) agrees that any legal suit, action or proceeding brought by any party hereto arising out it is and shall continue to be subject to the jurisdiction of or based upon this Agreement or the transactions contemplated hereby may be brought in any court courts of the State of New York or Federal District Court for Delaware and of the Southern District of New York located federal courts sitting in the City, County and State of New York Delaware, and (eachii)(A) to the extent that such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other Parties hereto of the name and address of such agent, and (B) to the fullest extent permitted by law, that service of process may also be made on such party by prepaid certified mail with a “New York Court”)proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service, (b) waivesand that, to the fullest extent that it may effectively do sopermitted by applicable law, any objection that it may now service made pursuant to (ii)(A) or hereafter (B) above shall have to the laying same legal force and effect as if served upon such party personally within the State of venue of any such proceeding brought in a New York CourtDelaware. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forumEACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE, INCLUDING THE DELAWARE COURT OF CHANCERY IN AND FOR NEW CASTLE COUNTY (THE “DELAWARE COURTS”) FOR ANY ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS), (cB) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE DELAWARE COURTS AND AGREES NOT TO PLEAD OR CLAIM IN ANY DELAWARE COURT THAT SUCH LITIGATION BROUGHT THEREIN HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM AND (dC) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT 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, AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY OF TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed and construed in all respects, including validity, interpretation and effect, by accordance with the law laws of the State of New YorkDelaware, regardless of without regard to the law laws that might be applied applicable under principles of conflict conflicts of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. principles. (b) Each of the parties hereto hereby irrevocably and unconditionally (a) agrees that submits, for itself and its property, to the exclusive jurisdiction of any legal suitDelaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any action or proceeding brought by any party hereto arising out of or based upon relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be brought heard and determined in any such Delaware State court of or, to the State of New York or extent permitted by law, in such Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”)court, (biii) waives, to the fullest extent that it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such action or proceeding brought in a New York Courtany such Delaware State or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any claim such Delaware State or Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding brought shall be conclusive and may be enforced in a New York Court has been brought other jurisdictions by suit on the judgment or in an inconvenient forum, any other manner provided by law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.2. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE BREACH, TERMINATION TRANSACTIONS CONTEMPLATED HEREBY OR VALIDITY OF THIS AGREEMENTTHEREBY. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) no representativeNO REPRESENTATIVE, agent or attorney of any other party has representedAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other party would notTHAT SUCH OTHER PARTY WOULD NOT, in the event of litigationIN THE EVENT OF LITIGATION, seek to enforce the waiver contained thereinSEEK TO ENFORCE EITHER OF SUCH WAIVERS, (ii) it understands and has considered the implications of such waiverIT MAKES SUCH WAIVERS VOLUNTARILY, AND (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement byIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.6(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed construed, performed and enforced in all respects, including validity, interpretation and effect, by accordance with the law Laws of the State of New York, regardless of the law that might be applied under York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws Laws of another jurisdiction. Each jurisdiction other than the State of New York except that the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto following matters arising out of or based upon relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in Company T, the cancellation of Company T Shares in consideration of the issue of Company Y Class A Shares, the rights provided for in Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, the fiduciary or other duties of the Company T Board and the Company Y Board, and the internal corporate affairs of Company T and Company Y. Save as aforesaid any Proceeding (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement, the other Transaction Agreements or the transactions contemplated hereby may or thereby, including any Proceeding against any Company T Related Party or Company Y Related Party, shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York York. Each of the Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or Federal District Court for in any other manner provided by Law. Each Party hereby irrevocably submits to the Southern District exclusive jurisdiction of New York located such courts in the Cityrespect of any such Proceeding, County and State of New York (each, a “New York Court”), (b) hereby irrevocably and unconditionally waives, to the fullest extent that it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such proceeding brought Proceeding in a New York Courtany such court in accordance with the provisions of this Section 9.4(a). Each of the Parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the Parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 9.3. Nothing in this Agreement or any of the other Transaction Agreements will affect the right of any Party to this Agreement to serve process in any other manner permitted by Law. (b) Each Party acknowledges and agrees that any Proceeding which may arise under or relate to this Agreement or the other Transaction Agreements is likely to involve complicated and difficult issues, and therefore each such Party hereby irrevocably and unconditionally waives any claim that right such Party may have to a trial by jury in respect of any Proceeding directly or indirectly arising out of or relating to this Agreement or the other Transaction Agreements or the transactions contemplated hereby or thereby, including any controversy or Proceeding involving any Company T Related Party or Company Y Related Party under any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding agreement. Each Party certifies and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that (i) no representative, agent or attorney of any other party Party has represented, expressly or otherwise, that such other party Party would not, in the event of litigationa Proceeding, seek to enforce the waiver contained thereinforegoing waiver, (ii) it each Party understands and has considered the implications of such this waiver, (iii) it each Party makes such this waiver voluntarily voluntarily, and (iv) it each Party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 79.4(b).

Governing Law; Jurisdiction; Waiver of Jury Trial. This (a) The Parties agree that this Agreement shall be governed by and construed in all respects, including validity, interpretation and effect, by respects in accordance with the law Laws of the State of New York, regardless Arkansas without regard to any conflict of Laws or choice of Law principles that might otherwise refer construction or interpretation of this Agreement to the substantive Law of another jurisdiction (except that matters relating to the fiduciary duties of the law that might board of directors of Seller shall be applied under principles of conflict of laws subject to the extent such principles would require or permit the application Laws of the laws State of another jurisdiction. Texas). (b) Each of the parties hereto irrevocably and unconditionally (a) Party agrees that it will bring any legal suit, action or proceeding brought by in respect of any party hereto claim arising out of or based upon related to this Agreement or the transactions contemplated hereby may be brought exclusively in any federal or state court of competent jurisdiction located in the State of New York or Federal District Court for Arkansas (the Southern District of New York located in the City, County and State of New York (each, a “New York CourtChosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (bi) waives, irrevocably submits to the fullest extent that it may effectively do soexclusive jurisdiction of the Chosen Courts, (ii) waives any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forumforum or do not have jurisdiction over any party, and (iv) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given in accordance with Section 10.8. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY WAIVES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY OF TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. With respect to clause EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (dI) of the immediately preceding sentenceNO REPRESENTATIVE, each of the parties hereto acknowledges and certifies that (i) no representativeAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, agent or attorney of any other party has representedEXPRESSLY OR OTHERWISE, expressly or otherwiseTHAT SUCH OTHER PARTY WOULD NOT, that such other party would notIN THE EVENT OF ANY ACTION, in the event of litigationSUIT OR PROCEEDING, seek to enforce the waiver contained thereinSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of such waiverEACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes such waiver voluntarily and EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (ivIV) it has been induced to enter into this Agreement byEACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in all respects, including validity, interpretation and effect, by accordance with the law Laws of the State of New YorkDelaware applicable to Contracts made and performed entirely within such state, regardless without regard to any applicable conflicts of the law principles that might be applied under principles of conflict of laws to the extent such principles would require or permit cause the application of the laws Laws of another jurisdiction, except to the extent governed by the Investment Company Act, in which case the Investment Company Act shall control. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions shall be brought in the Court of Chancery of the State of Delaware, or if jurisdiction over the matter is vested exclusively in federal courts, the federal courts in the state of Delaware and the appellate courts to which orders and judgments therefore may be appealed (collectively, the “Acceptable Courts”). Each of the parties hereto irrevocably and unconditionally (a) agrees that submits to the jurisdiction of any legal suitAcceptable Court in any Proceeding seeking to enforce any provision of, action or proceeding brought by based on any party hereto matter arising out of or based upon in connection with, this Agreement or the transactions contemplated Transactions and hereby may be brought irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) such Proceeding. Each party hereto irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such proceeding brought in a New York Court, and any claim Acceptable Court or that any such action or proceeding Proceeding brought in a New York any such Acceptable Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) . EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT 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 AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR AGREEMENT AND THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENTTRANSACTIONS CONTEMPLATED HEREBY. With respect to clause Each party hereto (da) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that (i) no representative, agent or attorney representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigationany action, suit or proceeding, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such foregoing waiver, (iiib) certifies that it makes such this waiver voluntarily and (ivc) acknowledges that it has and the other parties hereto have been induced to enter into this Agreement Agreement, by, among other things, the mutual waivers waiver and certifications contained in this Section 711.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that . (a) THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK. (b) In connection with any legal suit, claim, action or proceeding brought by any party hereto arising out of or based upon relating to this Agreement or and the transactions contemplated hereby, each party hereto hereby may be brought in consents to the inpersonam jurisdiction of any court of the State of New York or Federal District Court for the Southern District of New York any U.S. federal court located in the CityBorough of Manhattan in the City of New York, County and State of New York York; each party hereto agrees that service by registered mail, or any other form equivalent thereto (eachor, a “New York Court”)in the alternative, (bby any other means sufficient under applicable law, rules and regulations) waivesat the addresses set forth in Section 17 hereof shall be valid and sufficient for all purposes; and each party hereto agrees to, to the fullest extent that it may effectively do so, and irrevocably waives any objection that it may now based on forumnonconveniens or hereafter have to venue not to, appear in such state or U.S. federal court located in the laying Borough of venue Manhattan. Each of any such proceeding brought the Company, Buyer, Initial Property Servicer, Receivables Servicer, Receivables Sub-Servicer and the Initial Bond Issuer irrevocably designates CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in a New York Court, and any claim that any such action or proceeding brought and taking all such acts as may be necessary or appropriate in a New York Court has been brought order to confer jurisdiction over it by such state or U.S. federal court in the Borough of Manhattan, and each of such parties stipulates that such appointment is irrevocable and coupled with an inconvenient forum, interest. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES EACH OF THE PARTIES HEREBY IRREVOCABLY AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY LEGAL ACTION OR INDIRECTLY ARISING OUT OF OR PROCEEDING RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall will be governed by and interpreted in all respects, including validity, interpretation and effect, by accordance with the law laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out submits to the exclusive jurisdiction of or based upon this Agreement or the transactions contemplated hereby may be brought in any court courts of the State of New York or Federal located in New York County and the United States District Court for the Southern District of New York located for the purpose of any suits, action, proceeding or judgement relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the City, County and State world by the same methods as are specified for the giving of New York (each, a “New York Court”), (b) waives, notices under this Agreement. Each of the parties hereto irrevocably consents to the fullest extent that it may effectively do sojurisdiction of any such court in any such suit, action or proceeding to the laying of venue in such court. Each party hereto irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in a New York Court, such courts and irrevocably waives any claim that any such suit, action or proceeding brought in a New York Court any such court has been brought in an inconvenient forum, . To the extent that the Company has or hereafter may acquire any immunity (con the grounds of sovereignty or otherwise) submits to from the non-exclusive jurisdiction of any New York Court court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any suit, action or proceeding and (d) ACKNOWLEDGES proceeding. TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND AGREES THAT ANY CONTROVERSY ALL DISPUTES THAT MAY ARISE UNDER BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND THEREFORE ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY MAY HAVE TO A HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and, unless expressly provided therein, each Ancillary Agreement and all Actions (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement and each Ancillary Agreement, as applicable, or the negotiation, execution or performance hereof or thereof shall be governed by and construed in all respects, including validity, interpretation and effect, by accordance with the law Law of the State of New YorkDelaware, regardless of the law without regard to any Laws or principles thereof that might be applied under principles of conflict of laws to the extent such principles would require or permit result in the application of the laws Laws of another any other jurisdiction. Each The Parties expressly waive any right they may have, now or in the future, to demand or seek the application of a governing Law other than the Law of the parties hereto State of Delaware. (b) Subject to the provisions of Article VII, each of the Parties hereby irrevocably and unconditionally (a) agrees that submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, the United States District Court for the District of Delaware, or, if such court shall not have jurisdiction, the other state courts of the State of Delaware, and any legal suitappellate court from any appeal thereof, action or proceeding brought by in any party hereto Action arising out of or based upon relating to this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such Action except in such courts, (ii) agrees that any claim in respect of any such Action may be brought heard and determined in any court the Court of Chancery of the State of New York or Federal District Court for Delaware or, to the Southern District of New York located extent permitted by Law, in the City, County and State of New York (each, a “New York Court”)such other courts, (biii) waives, to the fullest extent that it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such proceeding brought Action in a New York Courtthe Court of Chancery of the State of Delaware or such other courts, and any claim that any such action or proceeding brought in a New York Court has been brought in (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum, forum to the maintenance of such Action in the Court of Chancery of the State of Delaware or such other courts and (v) consents to service of process in the manner provided for notices in Section 10.02. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE ANCILLARY AGREEMENTS OR THE BREACHTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDING THE SPINCO FINANCING ARRANGEMENTS). EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, TERMINATION AGENT OR VALIDITY ATTORNEY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentenceANY OTHER PARTY HAS REPRESENTED, each of the parties hereto acknowledges and certifies that (i) no representativeEXPRESSLY OR OTHERWISE, agent or attorney of any other party has representedTHAT SUCH OTHER PARTY WOULD NOT, expressly or otherwiseIN THE EVENT OF LITIGATION, that such other party would not, in the event of litigation, seek to enforce the waiver contained thereinSEEK TO ENFORCE SUCH WAIVERS, (iiII) it understands and has considered the implications of such waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iiiIII) it makes such waiver voluntarily and IT MAKES SUCH WAIVERS VOLUNTARILY AND (ivIV) it has been induced to enter into this Agreement byIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.04(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. This (a) The Parties agree that this Agreement shall be governed by and construed in all respects, including validity, interpretation and effect, by respects in accordance with the law Laws of the State of New York, regardless Arkansas without regard to any conflict of Laws or choice of Law principles that might otherwise refer construction or interpretation of this Agreement to the substantive Law of another jurisdiction (except that matters relating to the fiduciary duties of the law that might board of directors of Southwest shall be applied under principles of conflict of laws subject to the extent such principles would require or permit the application Laws of the laws State of another jurisdiction. Oklahoma). (b) Each of the parties hereto irrevocably and unconditionally (a) Party agrees that it will bring any legal suit, action or proceeding brought by in respect of any party hereto claim arising out of or based upon related to this Agreement or the transactions contemplated hereby may be brought exclusively in any federal or state court of competent jurisdiction located in the State of New York or Federal District Court for Arkansas (the Southern District of New York located in the City, County and State of New York (each, a “New York CourtChosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (bi) waives, irrevocably submits to the fullest extent that it may effectively do soexclusive jurisdiction of the Chosen Courts, (ii) waives any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum, forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given in accordance with Section 10.8. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY WAIVES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY OF TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. With respect to clause EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (dI) of the immediately preceding sentenceNO REPRESENTATIVE, each of the parties hereto acknowledges and certifies that (i) no representativeAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, agent or attorney of any other party has representedEXPRESSLY OR OTHERWISE, expressly or otherwiseTHAT SUCH OTHER PARTY WOULD NOT, that such other party would notIN THE EVENT OF ANY ACTION, in the event of litigationSUIT OR PROCEEDING, seek to enforce the waiver contained thereinSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of such waiverEACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes such waiver voluntarily and EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (ivIV) it has been induced to enter into this Agreement byEACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. 8.16.1 THIS SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 8.16.2 Each of the parties hereto Grantor hereby irrevocably and unconditionally (a) agrees that any legal suitsubmits, action or proceeding brought by any party hereto arising out for itself and its property, to the exclusive jurisdiction of or based upon this Agreement or the transactions contemplated hereby may be brought in any court Supreme Court of the State of New York or Federal sitting in New York County, Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Security Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York located State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Security Agreement or any other Loan Document against any Grantor or its properties in the City, County courts of any jurisdiction. 8.16.3 Each Grantor hereby irrevocably and State of New York (each, a “New York Court”), (b) unconditionally waives, to the fullest extent that it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENTarising out of or relating to this Security Agreement or any other Loan Document in any court referred to in Section 8.16.2. With respect to clause (d) of the immediately preceding sentence, each Each of the parties hereto acknowledges hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 8.16.4 Each party to this Security Agreement irrevocably consents to service of process in the manner provided for notices in Article IX of this Security Agreement, and certifies that (i) no representative, each of the Grantors hereby appoints the Borrower as its agent for service of process. Nothing in this Security Agreement or attorney any other Loan Document will affect the right of any party to this Security Agreement to serve process in any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7manner permitted by law.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed in all respects, including validity, interpretation by and effect, by the law of the State of New York, regardless of the law that might be applied construed under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for applicable to contracts made and to be performed entirely within the Southern District State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City and County of New York located for the adjudication of any dispute hereunder or any other Transaction Document or in the Cityconnection herewith or therewith or with any transaction contemplated hereby or thereby, County and State of New York (each, a “New York Court”), (b) hereby irrevocably waives, and agrees not to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. (db) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESEach party to this Agreement acknowledges and agrees that any dispute or controversy that may arise under this Agreement or the other Transaction Documents is likely to involve complicated and difficult issues and, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentencetherefore, 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 parties hereto breach, termination or validity of this Agreement or the other Transaction Documents, or the transactions contemplated hereby or thereby. Each party to this Agreement certifies and acknowledges and certifies 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 waiver contained thereinforegoing waiver, (ii) it each such party understands and has considered the implications of such this waiver, (iii) it each such party makes such this waiver voluntarily voluntarily, and (iv) it each such party has been induced to enter into this Agreement agreement by, among other things, the mutual waivers and certifications contained in this Section 77.4(b).

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in all respectsaccordance with, including validity, interpretation and effect, by the law laws of the State of New YorkDelaware, regardless of the law that might be applied under principles of conflict without giving effect to conflicts of laws to the extent such principles that would require or permit result in the application of the laws Law of another jurisdictionany other state. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery, or, if (aand only if) agrees that such court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any legal suitappellate court from any thereof, in any action or proceeding brought by any party hereto arising out of or based upon relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby may be brought or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in any the Delaware Court of Chancery, or, if (and only if) such court lacks subject matter jurisdiction, the Federal court of the State United States of New York America sitting in Delaware, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or Federal District Court for the Southern District of New York located proceeding may be heard and determined in the CityDelaware Court of Chancery, County or, if (and State only if) such court lacks subject matter jurisdiction, the Federal court of New York (eachthe United States of America sitting in Delaware, a “New York Court”)and any appellate court from any thereof, (biii) waives, to the fullest extent that it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding brought in a New York Courtthe Delaware Court of Chancery, or, if (and only if) such court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any claim appellate court from any thereof and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Delaware Court of Chancery, or, if (and only if) such court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof. Each of the parties hereto agrees that a final judgment in any such action or proceeding brought shall be conclusive and may be enforced in a New York Court has been brought other jurisdictions by suit on the judgment or in an inconvenient forum, (c) submits any other manner provided by Law. Each party to this Agreement irrevocably consents to service of process in the non-exclusive jurisdiction manner provided for notices in Section 15(b). Nothing in this Agreement will affect the right of any New York Court party to this Agreement to serve process in any suit, action or proceeding and (d) ACKNOWLEDGES other manner permitted by Law. EACH PARTY HEREBY IRREVOCABLY AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE BREACHMERGER AND OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, TERMINATION AGENT OR VALIDITY ATTORNEY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentenceANY OTHER PARTY HAS REPRESENTED, each of the parties hereto acknowledges and certifies that (i) no representativeEXPRESSLY OR OTHERWISE, agent or attorney of any other party has representedTHAT SUCH OTHER PARTY WOULD NOT, expressly or otherwiseIN THE EVENT OF LITIGATION, that such other party would not, in the event of litigation, seek to enforce the waiver contained thereinSEEK TO ENFORCE EITHER OF SUCH WAIVERS, (iiB) it understands and has considered the implications of such waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iiiC) it makes such waiver voluntarily and IT MAKES SUCH WAIVERS VOLUNTARILY, AND (ivD) it has been induced to enter into this Agreement byIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(g).

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in all respects, including validity, interpretation and effect, by accordance with the law Law of the State of New York, regardless of Delaware without giving effect to the law that might be applied under principles of conflict conflicts of laws to the extent such principles law thereof or of any other jurisdiction that would require or permit result in the application of the laws Law of another any other jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (a) agrees submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or if that any legal suitcourt does not have jurisdiction, action a federal court sitting in Wilmington, Delaware, or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in if such federal court does not have jurisdiction, any court of the State of New York or Federal District Court Delaware having jurisdiction in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Proceeding for the Southern District interpretation or enforcement hereof or thereof, that it is not subject thereto or that such Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties irrevocably agree that all claims with respect to such Proceeding shall be heard and determined in such courts. The parties hereby consent to and grant any such court jurisdiction over the person of New York located such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such Proceeding in the Citymanner provided in Section 4.1 or in such other manner as may be permitted by applicable Law, County shall be valid and State of New York (eachsufficient service thereof. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES INTENTIONALLY AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR INDIRECTLY OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACHTRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PARENT, TERMINATION MERGER SUB, STOCKHOLDER OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentenceTHE COMPANY IN THE NEGOTIATION, each of the parties hereto acknowledges and certifies that (i) no representativeADMINISTRATION, 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. This ------------------------------------------------- Agreement shall be governed by and construed and enforced in all respects, including validity, interpretation and effect, by accordance with the law of the State of New York, regardless of the law that might be applied under principles of conflict of internal laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for without regard to the Southern District principles of conflicts of law thereof. Each party hereto hereby irrevocably submits to the nonexclusive jurisdiction of the courts of the state of New York located and of the United States of America sitting in the City, County and State City of New York (eachYork, a “New York Court”)Borough of Manhattan, (b) for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that the venue thereof may not be appropriate, that such suit, action or proceeding is improper or that this Agreement or any of the documents referred to in this Agreement may not be enforced in or by said courts, and (deach party hereto irrevocably agrees that all claims with respect to such suit, action or proceeding may be heard and determined in such a New York state or federal court. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party in the manner provided in Section 12(b) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE of the Stock Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY IN RESPECT FOR THE ADJUDICATION OF ANY LITIGATION DIRECTLY DISPUTE HEREUNDER OR INDIRECTLY IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be construed in accordance with, and governed in all respectsby, including validity, interpretation and effect, by the law laws of the State of New York, regardless without giving effect to any conflicts of the law laws principles that might be applied under principles otherwise refer construction or interpretation of conflict of laws this Agreement to the extent such principles would require or permit the application of the laws substantive law of another jurisdiction. Each of the parties hereto irrevocably and unconditionally . (ab) agrees that any legal suitAll actions, action claims, suits or proceeding brought by any party hereto proceedings (“Actions”) arising out of or based upon relating to this Agreement or shall be heard and determined exclusively in the transactions contemplated hereby may be brought in any court of the State of New York or Federal United States District Court for the Southern District of New York, or, if such court does not have subject matter jurisdiction, the state courts of New York located in the City, County and State of New York County, and any appellate court from any thereof. Consistent with the preceding sentence, the parties hereby (each, a “New York Court”), i) submit to the exclusive jurisdiction of any such courts for the purpose of any Action arising out of or relating to this Agreement brought by either party and (bii) waivesirrevocably waive, to the fullest extent that it may effectively do sopermitted by applicable law, and agree not to assert as a defense, counterclaim or otherwise, in any such Action, any objection that it may now or hereafter have to the laying of the venue of any such proceeding Action brought in such a New York Court, court and any claim that any such action or proceeding brought in such a New York Court court has been brought in an inconvenient forum, . Each party agrees that notice or the service of process in any Action arising out of or relating to this Agreement shall be properly served or delivered if delivered in the manner provided for notices by Section 10.4 of this Agreement. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT OF TO ANY LITIGATION BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR RELATING ATTORNEY OF THE OTHER PARTY OR PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY OR PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR AS APPLICABLE, BY, AMONG OTHER THINGS, THE BREACH, TERMINATION OR VALIDITY OF MUTUAL WAIVERS AND CERTIFICATIONS IN THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7SECTION 10.2.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in all respects, including validity, interpretation and effect, by accordance with the law laws of the State of New YorkDelaware, regardless of the law that might be applied under without giving effect to principles of conflict conflicts of laws to the extent such principles that would require or permit the application of the laws of another any other jurisdiction. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and unconditionally venue of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (aor, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) agrees that in connection with any legal suit, action matter based upon or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions matters contemplated hereby herein, agrees that process may be brought served upon them in any court manner authorized by the laws of the State of New York or Federal District Court Delaware for the Southern District of New York located in the City, County such persons and State of New York (each, a “New York Court”), (b) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Applicable Law, and covenants not to assert or plead any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in a New York Court, and any claim such court or that any such suit, action or proceeding brought in a New York Court any such court has been brought in an inconvenient forum, . Each of the parties hereto agrees (ca) submits to the non-exclusive jurisdiction extent such party is not otherwise subject to service of any New York Court process in any suitthe State of Delaware, action or proceeding to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and (db) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR INDIRECTLY OTHERWISE) ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT, AGREEMENT OR THE BREACHTRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PARENT, TERMINATION ACQUISITION SUB OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentenceTHE COMPANY IN THE NEGOTIATION, each of the parties hereto acknowledges and certifies that (i) no representativeADMINISTRATION, 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects(a) All issues and questions concerning the construction, including validity, interpretation and effectenforceability of this Agreement will be governed by, by and construed in accordance with, the law Laws of the State of New YorkDelaware, regardless without giving effect to any choice of Requirements of Law or conflict of Requirements of Law rules or provisions (whether of the law State of Delaware or any other jurisdiction) that might be applied under principles of conflict of laws to the extent such principles would require or permit cause the application of the laws Requirements of another jurisdiction. Each Law of any jurisdiction other than the parties hereto irrevocably and unconditionally State of Delaware. (ab) agrees that Any Proceeding seeking to enforce any legal suitprovision of, action or proceeding brought by based on any party hereto matter arising out of or based upon in connection with, this Agreement or the transactions contemplated hereby may will be brought and determined exclusively in the Delaware Court of Chancery of the State of Delaware; provided that if the Delaware Court of Chancery does not have subject matter jurisdiction, any such Proceeding will be brought exclusively in the United States District Court for the District of Delaware or any other court of the State of New York or Federal District Court for Delaware, and each of the Southern District parties hereby consents to the exclusive jurisdiction of New York located such courts (and of the appropriate appellate courts therefrom) in the City, County any such Proceeding and State of New York (each, a “New York Court”), (b) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Requirements of Law, any objection that it such party may now or hereafter have to the laying of the venue of any such proceeding brought Proceeding in a New York Court, and any claim such court or that any such action or proceeding Proceeding that is brought in a New York Court any such court has been brought in an inconvenient forum. Process in any such Proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 5.5 will be deemed effective service of process on such party. (c) submits to the non-exclusive jurisdiction of any New York Court in any suitEACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, action or proceeding and TO THE FULLEST EXTENT PERMITTED BY REQUIREMENTS OF LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (d1) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE ARISING UNDER THIS AGREEMENT IS LIKELY OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY LITIGATION DIRECTLY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR INDIRECTLY ARISING OUT HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF OR RELATING THE PARTIES TO THIS AGREEMENTAGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WILL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE BREACH, TERMINATION OR VALIDITY PARTIES TO THIS AGREEMENT MAY FILE A COPY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. This (a) Unless expressly provided by this Agreement, this Agreement and all Actions (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof or thereof shall be governed by and construed in all respects, including validity, interpretation and effect, by accordance with the law Law of the State of New YorkDelaware, regardless of without regard to any Laws or the law principles thereof that might be applied under principles of conflict of laws to the extent such principles would require or permit result in the application of the laws Laws of another any other jurisdiction. Each The Parties expressly waive any right they may have, now or in the future, to demand or seek the application of a governing Law other than the Law of the parties hereto State of Delaware. (b) Subject to the provisions of Article VII of the Separation Agreement, each of the Parties hereby irrevocably and unconditionally (a) agrees that submits, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, the United States District Court for the District of Delaware, or, if such court shall not have jurisdiction, the other state courts of the State of Delaware, and any legal suitappellate court from any appeal thereof, action or proceeding brought by in any party hereto Action arising out of or based upon relating to this Agreement or the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such Action except in such courts, (ii) agrees that any claim in respect of any such Action may be brought heard and determined in any court the Court of Chancery of the State of New York or Federal District Court for Delaware or, to the Southern District of New York located extent permitted by Law, in the City, County and State of New York (each, a “New York Court”)such other courts, (biii) waives, to the fullest extent that it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such proceeding brought Action in a New York Courtthe Court of Chancery of the State of Delaware or such other courts, and any claim that any such action or proceeding brought in a New York Court has been brought in (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum, forum to the maintenance of such Action in the Court of Chancery of the State of Delaware or such other courts and (v) consents to service of process in the manner provided for notices in Section 10.02 of the Separation Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE ANCILLARY AGREEMENTS OR THE BREACHTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDING THE SPINCO FINANCING ARRANGEMENTS). EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, TERMINATION AGENT OR VALIDITY ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT. With respect to clause AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15.06(c). (d) Any controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the transactions contemplated hereby and thereby shall be subject to the dispute resolution procedures set forth in Article VII of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7Separation Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in all respects, including validity, interpretation and effect, by accordance with the law laws of the State of New YorkDelaware, including its statutes of limitations, regardless of the law Laws that might be applied otherwise govern under applicable principles of conflict conflicts of laws to Laws. To the extent such principles would require or permit the application of the laws of another jurisdiction. Each permitted by Law, each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, and unconditionally the U.S. District Court sitting in the State of Delaware (aand appellate courts thereof) agrees that over any legal suit, action or other proceeding brought by any party hereto arising out of or based upon relating to this Agreement or the transactions contemplated hereby may be brought in any court Agreement, and each of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, parties hereto hereby irrevocably agrees that all claims with respect to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or other proceeding shall be heard and (d) determined in such courts. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT 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, AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE BREACH, TERMINATION TRANSACTIONS CONTEMPLATED HEREBY OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7THEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in all respectsaccordance with, including validity, interpretation and effect, by the law internal laws of the State of New YorkDelaware, regardless of without giving effect to the law that might be applied under principles of conflict of laws to the extent such principles that would require or permit the application of the laws law of another any other jurisdiction. Each party agrees and consents to the exclusive jurisdiction of The Chancery Court of the parties hereto irrevocably State of Delaware, County of New Castle or, if such court does not have jurisdiction over the subject matter of such proceeding or if such jurisdiction is not available, the United States District Court for the District of Delaware, and unconditionally (a) agrees that the appellate courts thereto, for the purposes of any legal suitaction, action suit or proceeding brought by any party hereto arising out of or based upon relating to this Agreement Agreement, and hereby waives, and agrees not to assert, as a defense in any action, suit or the transactions contemplated hereby proceeding relating hereto, that it is not subject to such jurisdiction or that such action, suit or proceeding may not be brought or is not maintainable in such courts; provided that a judgment rendered by any such court may be brought enforced in any court of the State of New York or Federal District Court for the Southern District of New York located having competent jurisdiction. Each party irrevocably consents to personal jurisdiction, service and venue in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY court. EACH PARTY HERETO UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY LEGAL ACTION, PROCEEDING, CLAIM OR INDIRECTLY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect TRANSACTIONS CONTEMPLATED HEREBY. (b) Each party acknowledges that it would be impossible to clause (d) determine the amount of damages that would result from any breach of any of the immediately preceding sentenceprovisions of this Agreement and that, in view of the uniqueness of the subject matter of this Agreement, the remedy at law for any breach, or threatened breach, of any of such provisions would be inadequate and, accordingly, agrees that each other party, in addition to any other rights or remedies which it may have, shall be entitled to specific performance of this Agreement and any of the terms of this Agreement and such other equitable and injunctive relief available to the parties from any court of competent jurisdiction to compel specific performance of, or restrain any party from violating, any of such provisions. In connection with any action or proceeding for equitable and injunctive relief permitted hereunder, each party hereby waives any claim or defense that a remedy at law alone is adequate and, to the maximum extent permitted by applicable law, agrees to have each provision of this Agreement specifically enforced against it, without the parties hereto acknowledges necessity of posting bond or other security against it, and certifies that (i) no representative, agent consents to the entry of equitable and injunctive relief against it enjoining or attorney restraining any breach or threatened breach of any other party has represented, expressly or otherwise, that such other party would not, in the event provision of litigation, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and any claim or controversy hereunder shall be governed by and construed in all respects, including validity, interpretation and effect, by accordance with the law Laws of the State of New York, regardless of Delaware without regard to the law that might be applied under principles of conflict or choice of laws provisions thereof that would give rise to the extent such principles would require or permit the application of the laws domestic substantive law of another any other jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) irrevocably agrees that all actions or proceedings (whether in contract or tort, at law or in equity or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any legal suitclaim or cause of action based upon, action or proceeding brought by any party hereto arising out of or based upon related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be exclusively resolved in the transactions contemplated hereby may be brought in any court Court of Chancery of the State of Delaware and, if the Court of Chancery of the State of Delaware denies jurisdiction, then the state courts or the Federal courts located in New York or Federal District Court for the Southern District of New York located County, in the City, County and State of New York (each, a “New York Court”)York, (b) irrevocably agrees service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 12 shall be effective service of process against it for any such action, suit or proceeding brought in any such court, and (c) waives, to the fullest extent that it may effectively do sopermitted by applicable Law, any objection that 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, suit or proceeding brought in a New York Court, and any claim that any such action court. Each of the parties hereto hereby agrees that a final judgment in any action, suit or proceeding brought shall be conclusive and may be enforced in a New York Court has been brought in an inconvenient forum, (c) submits to other jurisdictions by suit on the non-exclusive jurisdiction of any New York Court judgment or in any suit, action or proceeding and other manner provided by applicable Law. (db) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND THEREFORE HEREBY UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY OF TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. With respect to clause EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (dA) of the immediately preceding sentenceNO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, each of the parties hereto acknowledges and certifies that (i) no representativeEXPRESSLY OR OTHERWISE, 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 waiver contained thereinTHAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (iiB) it understands and has considered the implications of such waiverSUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (iiiC) it makes such waiver voluntarily and SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (ivD) it has been induced to enter into this Agreement bySUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement letter, and any dispute, claim, legal action, proceeding or controversy arising out of or in any way relating hereto or any of the transactions contemplated hereby shall be governed by, and construed in all respects, including validity, interpretation and effect, by accordance with the law Laws of the State of New York, regardless of Delaware applicable to contracts executed in and to be performed in that state without regard to the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. law rules thereof. (b) Each of the parties hereto party hereby irrevocably and unconditionally (a) agrees consents to submit to the exclusive jurisdiction of the Delaware Court of Chancery (the “Court of Chancery”) and any State of Delaware appellate court therefrom located in the State of Delaware (or, only if the Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court sitting in the State of Delaware) in any dispute, claim, legal action proceeding or controversy described in Section 8(a) that any legal suit, action or proceeding is brought by any such party hereto arising out of or based upon this Agreement its successors or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”)assigns, (b) waives, to the fullest extent that it may effectively do so, waives any objection that it may now or hereafter have to the laying of venue of any such proceeding action brought in a New York Courtsuch court, (c) waives and agrees not to plead or claim in any claim such court that any such action or proceeding brought in a New York Court any such court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding forum and (d) agrees that service of process or of any other papers upon such party in the manner provided in Section 10 or any other manner permitted by applicable law shall be deemed good, proper and effective service upon such party. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER OR RELATE TO THIS AGREEMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, LETTER OR THE BREACH, TERMINATION OR VALIDITY OF TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTLETTER. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) no representativeNO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, agent or attorney of any other party has representedEXPRESSLY OR OTHERWISE, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the waiver contained thereinTHAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (ii) it understands and has considered the implications of such waiverSUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (iii) it makes such waiver voluntarily and SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, (iv) it has been induced to enter into this Agreement bySUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in all respects, including validity, interpretation and effect, by accordance with the law laws of the State of New YorkYork applicable to contracts entered into and performed entirely within such State. (b) Any claim, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suitaction, action suit or proceeding brought by seeking to enforce any party hereto provision of, or based on any matter arising out of or based upon in connection with, this Agreement or the transactions contemplated hereby may shall be brought heard and determined in any the United States District Court located in the Borough of Manhattan in the City of New York or, if such court does not accept jurisdiction over the applicable action or proceeding, the state courts of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State Borough of Manhattan in the City of New York York, and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (eachand of the appropriate appellate courts therefrom in any such claim, a “New York Court”)action, (bsuit or proceeding) and irrevocably waives, to the fullest extent that it may effectively do sopermitted by law, any objection that it may now or hereafter have to the laying of venue of any such claim, action, suit or proceeding brought in a New York Court, and any claim such court or that any such action claim, action, suit or proceeding that is brought in a New York Court any such court has been brought in an inconvenient forum, . (c) submits Subject to applicable law, process in any such claim, action, suit or proceeding may be served on any party anywhere in the non-exclusive world, whether within or without the jurisdiction of any New York Court such court. Without limiting the foregoing and subject to applicable law, each party agrees that service of process on such party as provided in Section 3.05 shall be deemed effective service of process on such party. Nothing herein shall affect the right of any party to serve legal process in any suitother manner permitted by law or at equity. WITH RESPECT TO ANY SUCH CLAIM, action or proceeding and (d) ACKNOWLEDGES ACTION, SUIT OR PROCEEDING IN ANY SUCH COURT, EACH OF THE PARTIES IRREVOCABLY WAIVES AND RELEASES TO THE OTHER ITS RIGHT TO A TRIAL BY JURY, AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO IT WILL NOT SEEK A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7SUCH PROCEEDING.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed and construed in all respects, including validity, interpretation and effect, by accordance with the law laws of the State of New YorkDelaware, regardless of without regard to the law laws that might be applied applicable under principles conflicts of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. law principles. (b) Each of the parties hereto hereby irrevocably and unconditionally (a) agrees that submits, for itself and its property, to the exclusive jurisdiction of any legal suitDelaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any action or proceeding brought by any party hereto arising out of or based upon relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be brought heard and determined in any such Delaware State court of or, to the State of New York or extent permitted by law, in such Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”)court, (biii) waives, to the fullest extent that it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such action or proceeding brought in a New York Courtany such Delaware State or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any claim such Delaware State or Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding brought shall be conclusive and may be enforced in a New York Court has been brought other jurisdictions by suit on the judgment or in an inconvenient forum, any other manner provided by law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.2. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE BREACH, TERMINATION TRANSACTIONS CONTEMPLATED HEREBY OR VALIDITY OF THIS AGREEMENTTHEREBY. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) no representativeNO REPRESENTATIVE, agent or attorney of any other party has representedAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other party would notTHAT SUCH OTHER PARTY WOULD NOT, in the event of litigationIN THE EVENT OF LITIGATION, seek to enforce the waiver contained thereinSEEK TO ENFORCE EITHER OF SUCH WAIVERS, (ii) it understands and has considered the implications of such waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iii) it makes such waiver voluntarily and IT MAKES SUCH WAIVERS VOLUNTARILY, AND (iv) it has been induced to enter into IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10(c). (d) The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement by, among other things, were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the mutual waivers parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and certifications contained in to enforce specifically the terms and provisions of this Section 7Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in all respects, including validity, interpretation and effect, by accordance with the law Law of the State of New York, regardless of Delaware without giving effect to the law that might be applied under principles of conflict conflicts of laws to the extent such principles law thereof or of any other jurisdiction that would require or permit result in the application of the laws Law of another any other jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (a) agrees submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or if that any legal suitcourt does not have jurisdiction, action a federal court sitting in Wilmington, Delaware, or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in if such federal court does not have jurisdiction, any court of the State of New York or Federal District Court Delaware having jurisdiction in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Proceeding for the Southern District interpretation or enforcement hereof or thereof, that it is not subject thereto or that such Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties irrevocably agree that all claims with respect to such Proceeding shall be heard and determined in such courts. The parties hereby consent to and grant any such court jurisdiction over the person of New York located such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such Proceeding in the Citymanner provided in Section 4.1 or in such other manner as may be permitted by applicable Law, County shall be valid and State of New York (eachsufficient service thereof. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES INTENTIONALLY AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR INDIRECTLY OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACHTRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PARENT, TERMINATION SUB, STOCKHOLDER OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentenceTHE COMPANY IN THE NEGOTIATION, each of the parties hereto acknowledges and certifies that (i) no representativeADMINISTRATION, 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in all respects, including validity, interpretation and effect, by accordance with the law Laws of the State of New YorkMaryland applicable to contracts made and performed entirely within such state, regardless without regard to any applicable conflicts of the law principles that might be applied under principles of conflict of laws to the extent such principles would require or permit cause the application of the laws Laws of another jurisdiction, except to the extent governed by the Investment Company Act, in which case the Investment Company Act shall control. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions shall be brought in the Circuit Court for Baltimore City, Maryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, and the appellate courts to which orders and judgments therefore may be appealed (collectively, the “Acceptable Courts”). In any such judicial proceeding, in the Circuit Court for Baltimore City, Maryland, each of the parties further consents to the assignment of such proceeding to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the parties hereto irrevocably and unconditionally (a) agrees that submits to the jurisdiction of any legal suitAcceptable Court in any Proceeding seeking to enforce any provision of, action or proceeding brought by based on any party hereto matter arising out of or based upon in connection with, this Agreement or the transactions contemplated Transactions and hereby may be brought irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) such Proceeding. Each party hereto irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such proceeding brought in a New York Court, and any claim Acceptable Court or that any such action or proceeding Proceeding brought in a New York any such Acceptable Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) . EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT 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 AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR AGREEMENT AND THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENTTRANSACTIONS CONTEMPLATED HEREBY. With respect to clause Each party hereto (da) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that (i) no representative, agent or attorney representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigationany action, suit or proceeding, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such foregoing waiver, (iiib) certifies that it makes such this waiver voluntarily and (ivc) acknowledges that it has and the other parties hereto have been induced to enter into this Agreement Agreement, by, among other things, the mutual waivers waiver and certifications contained in this Section 711.06.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Limited Guarantee and any claim, controversy, dispute or cause of action based upon, arising out of or relating to this Limited Guarantee shall be governed governed, construed and enforced in all respects, including validity, interpretation and effect, by accordance with the law laws of the State of New York, regardless without giving effect to any rules or principles of the conflicts of law that might be applied under principles of conflict of laws otherwise refer to the extent such principles would require or permit the application of the laws of another jurisdiction. . (b) Each of the parties hereto Parties irrevocably submits to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York County in the State of New York, and unconditionally (a) agrees that any legal appellate court from any thereof, for the purposes of any suit, action or other proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court Limited Guarantee. (c) Each of the State of New York or Federal District Court for the Southern District of New York located in the City, County Parties irrevocably and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding brought arising out of this Limited Guarantee in a any New York CourtState court or Federal court of the United States of America sitting in New York County in the State of New York, and any appellate court from any thereof, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action action, suit or proceeding brought in a New York Court any such court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action forum or proceeding and an improper venue. (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT, LIMITED GUARANTEE OR THE BREACH, TERMINATION OR VALIDITY OF TRANSACTIONS CONTEMPLATED HEREBY. THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7JURY WAIVER HAS BEEN ENTERED INTO KNOWINGLY AND VOLUNTARILY BY BOTH PARTIES TO THIS LIMITED GUARANTEE.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in all respects, including validity, interpretation and effect, by accordance with the law domestic laws of the State of New York, regardless Delaware without giving effect to any choice or conflict of law provision or rule (whether of the law State of Delaware or any other jurisdiction) that might be applied under principles of conflict of laws to the extent such principles would require or permit cause the application of the laws of another jurisdictionany jurisdiction other than the State of Delaware. Each party hereto submits to the jurisdiction of any state or federal court sitting in the parties hereto irrevocably and unconditionally (a) agrees that State of Delaware, in any legal suit, action or proceeding brought by any party hereto arising out of or based upon relating to this Agreement or the transactions contemplated hereby may be brought and agrees that all claims in any court respect of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court may be heard and determined in any suit, such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each party hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and (dwaives any bond, surety, or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 11(i) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY above. Nothing in this Section 11(j), however, shall affect the right of any party to bring any action or proceeding arising out of or relating to this Agreement in any other court or to serve legal process in any other manner permitted by law or at equity. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR INDIRECTLY COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR OF, RELATING TO OR IN CONNECTION WITH (I) THIS AGREEMENT, AGREEMENT OR THE BREACHVALIDITY, TERMINATION PERFORMANCE, INTERPRETATION, COLLECTION OR VALIDITY ENFORCEMENT HEREOF OR (II) THE ACTIONS OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentenceTHE PARTIES IN THE NEGOTIATION, each of the parties hereto acknowledges and certifies that (i) no representativeAUTHORIZATION, agent or attorney of any other party has representedEXECUTION, expressly or otherwiseDELIVERY, that such other party would notADMINISTRATION, in the event of litigation, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7PERFORMANCE OR ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall will be governed by, and construed in all respectsaccordance with, including validity, interpretation and effect, by the law Laws of the State of New York, Delaware regardless of the law Laws that might be applied otherwise govern under applicable principles of conflict conflicts of laws thereof. (b) Each of the parties hereto (i) irrevocably and unconditionally consents to submit itself to the extent such principles would require or permit the application exclusive personal jurisdiction of the laws Court of another Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a Federal court sitting in the State of Delaware in any action or proceeding arising out of or relating to this Agreement, the Offer, the Merger or any of the other Transactions (and the appellate courts thereof), (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iv) agrees that it shall not bring any action relating to this Agreement or any of the Transactions in any other court. Each of the parties hereto irrevocably and unconditionally (a) agrees that waives any legal suit, defense of inconvenient forum to the maintenance of any action or proceeding so brought by and waives any party hereto arising out of bond, surety or based upon this Agreement or the transactions contemplated hereby may other security that might be brought in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue required of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, other Person with respect thereto. (c) submits Each of the parties to the non-exclusive jurisdiction of this Agreement irrevocably waives any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT all right SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY LEGAL ACTION, SUIT OR INDIRECTLY PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OF, BASED UPON OR RELATING TO THIS AGREEMENT OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF. EACH OF THE PARTIES (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR AS APPLICABLE, BY, AMONG OTHER THINGS, THE BREACH, TERMINATION OR VALIDITY OF MUTUAL WAIVERS AND CERTIFICATIONS IN THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7SECTION 5.03.

Governing Law; Jurisdiction; Waiver of Jury Trial. This (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall will be governed brought exclusively in all respects, including validity, interpretation and effect, by the law Court of Chancery of the State of New YorkDelaware or, regardless if the Court of Chancery of the law that might be applied under principles State of conflict Delaware does not have subject matter jurisdiction, in the federal courts located in the State of laws to the extent such principles would require or permit the application of the laws of another jurisdictionDelaware. Each of the parties hereto irrevocably and unconditionally (a) agrees that hereby consents to personal jurisdiction in any legal suitsuch action, action suit or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any such court (and of the State of New York or Federal District Court for the Southern District of New York located in the City, County appropriate appellate courts therefrom) and State of New York (each, a “New York Court”), (b) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in a New York Court, and any claim such court or that any such suit, action or proceeding brought in a New York Court any such court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court . Process in any such suit, action or proceeding and may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 12.8 shall be deemed effective service of process on such party. (db) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND THEREFORE HEREBY UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF TO ANY LITIGATION DIRECTLY SUIT, ACTION OR INDIRECTLY PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENTIN CONNECTION WITH, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (dA) of the immediately preceding sentenceNO REPRESENTATIVE, each of the parties hereto acknowledges and certifies that (i) no representativeAGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, agent or attorney of any other party has representedEXPRESSLY OR OTHERWISE, expressly or otherwiseTHAT SUCH OTHER PARTY WOULD NOT, that such other party would notIN THE EVENT OF SUCH ACTION, in the event of litigation, seek to enforce the waiver contained thereinSEEK TO ENFORCE THE FOREGOING WAIVER, (iiB) it understands and has considered the implications of such waiverEACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiC) it makes such waiver voluntarily and EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (ivD) it has been induced to enter into this Agreement byEACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.6(b).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in all respects, including validity, interpretation and effect, by accordance with the law internal laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. . (b) Each of the parties hereto hereby irrevocably and unconditionally (a) agrees consents, to the maximum extent permitted by law, that any legal suit, action or proceeding brought by any party hereto arising out of or based upon relating to this Agreement Warrant or the transactions contemplated hereby may shall be brought brought, at the option of the party instituting the action or proceeding, in any court of the State of general jurisdiction in New York or Federal County, New York, in the United States District Court for the Southern District of New York located or in any state or federal court sitting in the City, County and State area currently comprising the Southern District of New York (each, a “New York Court”), (b) waives, to York. Each of the fullest extent that it may effectively do so, parties hereto waives any objection that it may now or hereafter have to the laying of venue conduct of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in any such court based on improper venue or forum non conveniens, waives personal service of any and all process upon it, and consents that all service of process may be made by mail or courier service directed to it at the address set forth herein and that service so made shall be deemed to be completed upon the earlier of actual receipt or ten days after the same shall have been posted or delivered to a New York Court has been brought nationally recognized courier service. Nothing contained in an inconvenient forum, this shall affect the right of any party hereto to serve legal process in any other manner permitted by law. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT 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 THAT 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, THE RELATED DOCUMENTS OR THE BREACHTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, TERMINATION AGENT OR VALIDITY ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained thereinWAIVER, (iiC) it understands and has considered the implications of such waiverEACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE RELATED DOCUMENTS, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement byBY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.

Governing Law; Jurisdiction; Waiver of Jury Trial. This (a) The Parties agree that this Agreement shall be governed by and construed in all respects, including validity, interpretation and effect, by respects in accordance with the law Laws of the State of New York, regardless Delaware without regard to any conflict of Laws or choice of Law principles that might otherwise refer construction or interpretation of this Agreement to the substantive Law of another jurisdiction (except that matters relating to the fiduciary duties of the law board of directors of Beneficial shall be subject to the Laws of the State of Maryland and that might matters relating to the Bank Merger shall be applied under principles subject to the Laws of conflict of laws the United States to the extent such principles would require or permit the application of the laws of another jurisdiction. mandatorily applicable). (b) Each of the parties hereto irrevocably and unconditionally (a) Party agrees that it will bring any legal suit, action or proceeding brought by in respect of any party hereto claim arising out of or based upon related to this Agreement or the transactions contemplated hereby may be brought exclusively in any federal or state court of competent jurisdiction located in the State of New York or Federal District Court for Delaware (the Southern District of New York located in the City, County and State of New York (each, a “New York CourtChosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (bi) waives, irrevocably submits to the fullest extent that it may effectively do soexclusive jurisdiction of the Chosen Courts, (ii) waives any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forumforum or do not have jurisdiction over any party, and (iv) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given in accordance with Section 10.8. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY WAIVES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY OF TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. With respect to clause EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (dI) of the immediately preceding sentenceNO REPRESENTATIVE, each of the parties hereto acknowledges and certifies that (i) no representativeAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, agent or attorney of any other party has representedEXPRESSLY OR OTHERWISE, expressly or otherwiseTHAT SUCH OTHER PARTY WOULD NOT, that such other party would notIN THE EVENT OF ANY ACTION, in the event of litigationSUIT OR PROCEEDING, seek to enforce the waiver contained thereinSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of such waiverEACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes such waiver voluntarily and EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (ivIV) it has been induced to enter into this Agreement byEACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in all respects, including validity, interpretation and effect, by accordance with the law laws of the State of New YorkDelaware, regardless of the law that might be applied under principles of conflict of laws without regard to the extent conflicts of law rules of such principles State that would require or permit cause the application of the laws of another any other jurisdiction. Each of the parties The Parties hereto irrevocably and unconditionally (a) agrees agree that any legal suitProceeding seeking to enforce any provision of, action or proceeding brought by based on any party hereto matter arising out of or based upon in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Court of Chancery of the State of Delaware in and for New Castle County, Delaware and any state appellate court therefrom or, if (but only if) such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County, Delaware and any appellate court therefrom. Each Party hereto hereby irrevocably submits to the exclusive jurisdiction of such court in respect of any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby waives, and agrees not to assert, as a defense in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper or that this Agreement or the transactions contemplated hereby may not be brought enforced in or by such courts. Each Party hereto agrees that notice or the service of process in any court action, suit or proceeding arising out of or relating to this Agreement or the State of New York transactions contemplated hereby shall be properly served or Federal District Court for the Southern District of New York located delivered if delivered in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now manner contemplated by Section 6.2 or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE other manner permitted by law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT, AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. Any suit, action or proceeding brought by seeking to enforce any party hereto provision of, or based on any matter arising out of or based upon in connection with, this Agreement or the transactions contemplated hereby may will be brought exclusively in any court the Court of Chancery of the State of New York or Federal District Delaware or, if the Court for of Chancery of the Southern District State of New York Delaware does not have subject matter jurisdiction, in the federal courts located in the City, County and State of New York Delaware. Each of the Parties hereby consents to personal jurisdiction in any such action, suit or proceeding brought in any such court (each, a “New York Court”), (band of the appropriate appellate courts therefrom) and irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in a New York Court, and any claim such court or that any such suit, action or proceeding brought in a New York Court any such court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court . Process in any such suit, action or proceeding and may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 8.15 shall be deemed effective service of process on such Party. (db) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND THEREFORE HEREBY UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF TO ANY LITIGATION ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE BREACHEVENT OF SUCH ACTION, TERMINATION OR VALIDITY SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained thereinWAIVER, (iiIII) it understands and has considered the implications of such waiverEACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement byAMONG OTHER THINGS, among other things, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.01(b).

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement Agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be governed by, and construed in all respectsaccordance with, the internal laws (as opposed to the conflicts of law provisions, but including validity, interpretation sections 5-1401 and effect, by 5-1402 of the general obligations law of the State of New York, regardless ) and decisions of the law that might be applied under principles State of conflict of laws New York. Each party hereto hereby irrevocably submits to the extent such principles would require nonexclusive jurisdiction of any New York or permit Federal court sitting in the application City of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that New York, New York over any legal suit, action or proceeding brought by any party hereto arising out of or based upon relating to this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do sopermitted or not prohibited by law, any objection that which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a New York Court, court and any claim that any such suit, action or proceeding brought in such a New York Court court has been brought in an inconvenient forum. EACH PARTY HERETO HEREBY WAIVES, (c) submits to the non-exclusive jurisdiction of any New York Court in any suitTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACHTRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TERMINATION TORT OR VALIDITY ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENTAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7.[Signature pages follow]

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed and construed in all respects, including validity, interpretation and effect, by accordance with the law laws of the State of New YorkDelaware, regardless of without regard to the law laws that might be applied applicable under principles of conflict conflicts of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. principles. (b) Each of the parties hereto hereby irrevocably and unconditionally (a) agrees that submits, for itself and its property, to the exclusive jurisdiction of any legal suitDelaware State court, or Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, in any action or proceeding brought by any party hereto arising out of or based upon relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be brought heard and determined in any such Delaware State court of or, to the State of New York or extent permitted by law, in such Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”)court, (biii) waives, to the fullest extent that it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such action or proceeding brought in a New York Courtany such Delaware State or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any claim such Delaware State or Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding brought shall be conclusive and may be enforced in a New York Court has been brought other jurisdictions by suit on the judgment or in an inconvenient forum, any other manner provided by law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.2. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY IT 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 BREACH, TERMINATION OR VALIDITY AGREEMENT AND ANY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7.THE

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. 8.14.1 THIS SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 8.14.2 Each of the parties hereto Grantor hereby irrevocably and unconditionally (a) agrees that any legal suitsubmits, action or proceeding brought by any party hereto arising out for itself and its property, to the exclusive jurisdiction of or based upon this Agreement or the transactions contemplated hereby may be brought in any court Supreme Court of the State of New York or Federal sitting in New York County, Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Security Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each Grantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York located State or, to the extent permitted by law, in such Federal court. Each Grantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement or any other Loan Document shall affect any right that the Collateral Agent may otherwise have to bring any action or proceeding relating to this Security Agreement or any other Loan Document against any Grantor or its properties in the City, County courts of any jurisdiction. 8.14.3 Each Grantor hereby irrevocably and State of New York (each, a “New York Court”), (b) unconditionally waives, to the fullest extent that it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding arising out of or relating to this Security Agreement in any court referred to in Section 8.14.2. Each Grantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 8.14.4 Each party to this Security Agreement irrevocably consents to service of process in the manner provided for notices in Article IX of this Security Agreement, and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that (i) no representative, Grantors hereby appoints the Company as its agent or attorney for service of process. Nothing in this Security Agreement will affect the right of any party to this Security Agreement to serve process in any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7manner permitted by law.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respectsAgreement, including validity, interpretation the validity hereof and effect, by the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each rights and obligations of the parties hereto irrevocably hereunder, and unconditionally (a) agrees that any legal suitall amendments and supplements hereof and all waivers and consents hereunder, action or proceeding brought shall be construed in accordance with and governed by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court domestic substantive laws of the State of New York without giving effect to any choice of law or Federal conflicts of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. Each party hereto, to the extent that it may lawfully do so, hereby consents to service of process, and to be sued, in the State of New York and consents to the jurisdiction of the courts of the State of New York sitting in New York County and the United States District Court for the Southern District of New York located in the CityYork, County and State of New York (each, a “New York Court”), (b) waives, as well as to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of any of its obligations hereunder and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESunder the Credit Agreement and the other Collateral Documents or with respect to the transactions contemplated hereby or thereby, AND THEREFORE and expressly waives any and all objections it may have as to venue in any such courts. Each party hereto further agrees that a summons and complaint commencing an action or proceeding in any of such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it in accordance with Section 14 or as otherwise provided under the laws of the State of New York. Notwithstanding the foregoing, the each party hereto agrees that nothing contained in this Section 16 shall preclude the institution of any such suit, action or other proceeding in any jurisdiction other than the State of New York. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST IT IN RESPECT OF ITS OBLIGATIONS HEREUNDER AND UNDER THE CREDIT AGREEMENT AND ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7OTHER COLLATERAL DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE CREDIT AGREEMENT AND THE OTHER COLLATERAL DOCUMENTS.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Limited Guarantee, and all claims or causes of action (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this Limited Guarantee or the negotiation, execution or performance of this Limited Guarantee (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Limited Guarantee) shall be governed and construed in all respects, including validity, interpretation and effect, by accordance with the law laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (ai) agrees that submits, for itself and its property, to the exclusive jurisdiction of any legal New York State court or Federal court of the United States of America sitting in New York County, and any appellate court from any thereof, in any suit, action or proceeding brought by any party hereto arising out of or relating to this Limited Guarantee, the negotiation, execution or performance of this Limited Guarantee (including any claim or cause of action based upon upon, arising out of or related to any representation or warranty made in or in connection with this Agreement Limited Guarantee) or the transactions contemplated hereby may or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such suit, action or proceeding shall be brought heard and determined in any court of the State of such New York or State court or, to the extent permitted by law, in such Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”)court, (bii) waives, to the fullest extent that it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Courtsuit, and any claim that any such action or proceeding brought arising out of or relating to this Limited Guarantee, the negotiation, execution or performance of this Limited Guarantee (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in a New York Court has been brought or in an inconvenient forum, (cconnection with this Limited Guarantee) submits to or the non-exclusive jurisdiction of transactions contemplated hereby in any New York Court State or in any such Federal court, (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court and (iv) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other matter provided by law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to you or us at the addresses set forth above shall be effective service of process for any suit, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that (i) no representative, agent or attorney of brought in any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7court.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in all respects, including validity, interpretation and effect, by accordance with the law Laws of the State of New YorkMaryland applicable to contracts made and performed entirely within such state, regardless without regard to any applicable conflicts of the law principles that might be applied under principles of conflict of laws to the extent such principles would require or permit cause the application of the laws Laws of another jurisdiction, except (a) to the extent governed by the Investment Company Act, in which case the Investment Company Act shall control and (b) Merger 2A is governed by the Delaware Statutory Trust Act. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions shall be brought in the Circuit Court for Baltimore City, Maryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, Northern Division and the appellate courts to which orders and judgments therefore may be appealed (collectively, the “Acceptable Courts”). In any such judicial proceeding, each of the parties further consents to the assignment of any proceeding in the Circuit Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the parties hereto irrevocably and unconditionally (a) agrees that submits to the jurisdiction of any legal suitAcceptable Court in any Proceeding seeking to enforce any provision of, action or proceeding brought by based on any party hereto matter arising out of or based upon in connection with, this Agreement or the transactions contemplated Transactions and hereby may be brought irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) such Proceeding. Each party hereto irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such proceeding brought in a New York Court, and any claim Acceptable Court or that any such action or proceeding Proceeding brought in a New York any such Acceptable Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) . EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT 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 AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR AGREEMENT AND THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENTTRANSACTIONS CONTEMPLATED HEREBY. With respect to clause Each party hereto (da) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that (i) no representative, agent or attorney representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigationany action, suit or proceeding, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such foregoing waiver, (iiib) certifies that it makes such this waiver voluntarily and (ivc) acknowledges that it has and the other parties to this Agreement have been induced to enter into this Agreement Agreement, by, among other things, the mutual waivers waiver and certifications contained in this Section 711.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects, including (a) The validity, interpretation and effect, enforcement of this Agreement will be governed by the law Laws of the State of New York, regardless Delaware without regard to the conflict of Laws provisions thereof that would cause the Laws of another state to apply. (b) Each party hereto irrevocably (i) submits and consents to the exclusive jurisdiction of the law Delaware Court of Chancery and any United States District Court within the State of Delaware for itself and in respect of its property in the event that might be applied under principles any dispute arises out of conflict of laws to the extent such principles would require this Agreement or permit the application any of the laws 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, and (iii) agrees that it will not bring any action relating to this Agreement or any of another jurisdictionthe transactions contemplated hereby in any other court. Each of the parties hereto irrevocably and unconditionally waives (aand agrees not to plead or claim) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any dispute arising out of this Agreement or any of the transactions contemplated hereby in any such proceeding brought in a New York Courtcourt, and any claim or that any such action or proceeding dispute brought in a New York Court any such court has been brought in an inconvenient or improper forum. The parties hereto further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court will constitute valid and lawful service of process against them, without necessity for service by any other means provided by statute or rule of court. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION OR PROCEEDINGS DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE BREACHTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, TERMINATION AGENT OR VALIDITY ATTORNEY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentenceANY OTHER PARTY HAS REPRESENTED, each of the parties hereto acknowledges and certifies that (i) no representativeEXPRESSLY OR OTHERWISE, agent or attorney of any other party has representedTHAT SUCH OTHER PARTY WOULD NOT, expressly or otherwiseIN THE EVENT OF LITIGATION, that such other party would not, in the event of litigation, seek to enforce the waiver contained thereinSEEK TO ENFORCE EITHER OF SUCH WAIVERS, (iiII) it understands and has considered the implications of such waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iiiIII) it makes such waiver voluntarily and IT MAKES SUCH WAIVERS VOLUNTARILY, AND (ivIV) it has been induced to enter into this Agreement byIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK), BUT OTHERWISE WITHOUT REGARD TO THE LAW OF CONFLICTS, OF THE STATE OF NEW YORK. (b) In connection with any legal suit, claim, action or proceeding brought by any party hereto arising out of or based upon relating to this Agreement or and the transactions contemplated hereby, each party hereto hereby may be brought consents to the in personam jurisdiction of any court of the State of New York or Federal District Court for the Southern District of New York any U.S. federal court located in the CityBorough of Manhattan in the City of New York, County and State of New York York; each party hereto agrees that service by registered mail, or any other form equivalent thereto (eachor, a “New York Court”)in the alternative, (bby any other means sufficient under applicable law, rules and regulations) waivesat the addresses set forth in Section 17 hereof shall be valid and sufficient for all purposes; and each party hereto agrees to, to the fullest extent that it may effectively do so, and irrevocably waives any objection that it may now based on forum non conveniens or hereafter have to venue not to, appear in such state or U.S. federal court located in the laying Borough of venue Manhattan. Each of any such proceeding brought the Company, the Receivables SPV, Property Servicer, Collection Agent and the Bond Issuer irrevocably designates CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in a New York Court, and any claim that any such action or proceeding brought and taking all such acts as may be necessary or appropriate in a New York Court has been brought order to confer jurisdiction over it by such state or U.S. federal court in the Borough of Manhattan, and each of such parties stipulates that such appointment is irrevocable and coupled with an inconvenient forum, interest. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES EACH OF THE PARTIES HEREBY IRREVOCABLY AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY LEGAL ACTION OR INDIRECTLY ARISING OUT OF OR PROCEEDING RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects(a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE GOVERNED BY, including validityINTERPRETED AND CONSTRUED IN ACCORDANCE WITH, interpretation THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the Parties hereby irrevocably and effectunconditionally submits, by for itself and its property, to the law exclusive jurisdiction of the Court of Chancery of the State of New YorkDelaware, regardless or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the law State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that might be applied under principles of conflict of laws to is the extent such principles would require or permit the application subject of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in the district of Delaware, and any party hereto appellate court from any thereof, in any action or proceeding arising out of or based upon relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby may be brought or thereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in any court the Court of Chancery of the State of New York Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or Federal District Court for the Southern District of New York located proceeding is vested exclusively in the Cityfederal courts of the United States of America, County the federal court of the United States of America sitting in the district of Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of New York Delaware, or, if (eachand only if) such court finds it lacks subject matter jurisdiction, a “New York Court”)the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in the district of Delaware, as applicable, and any appellate court from any thereof, (biii) waives, to the fullest extent that it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding brought in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that a New York Court, and any claim that final judgment in any such action or proceeding brought shall be conclusive and may be enforced in a New York Court has been brought other jurisdictions by suit on the judgment or in an inconvenient forum, (c) submits any other manner provided by Law. Each Party to this Agreement irrevocably consents to service of process inside or outside the non-exclusive territorial jurisdiction of the courts referred to in this Section 10.9, in the manner provided for notices in Section 10.2. Nothing in this Agreement will affect the right of any New York Court party to this Agreement to serve process in any suit, action or proceeding and other manner permitted by Law. (db) ACKNOWLEDGES EACH PARTY HEREBY IRREVOCABLY AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY A JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE BREACHMERGER AND OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, TERMINATION AGENT OR VALIDITY ATTORNEY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentenceANY OTHER PARTY HAS REPRESENTED, each of the parties hereto acknowledges and certifies that (i) no representativeEXPRESSLY OR OTHERWISE, agent or attorney of any other party has representedTHAT SUCH OTHER PARTY WOULD NOT, expressly or otherwiseIN THE EVENT OF LITIGATION, that such other party would not, in the event of litigation, seek to enforce the waiver contained thereinSEEK TO ENFORCE EITHER OF SUCH WAIVERS, (iiB) it understands and has considered the implications of such waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iiiC) it makes such waiver voluntarily and IT MAKES SUCH WAIVERS VOLUNTARILY, AND (ivD) it has been induced to enter into this Agreement byIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications contained in this THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 710.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a). (a) agrees that THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK. (b) In connection with any legal suit, claim, action or proceeding brought by any party hereto arising out of or based upon relating to this Agreement or and the transactions contemplated hereby, each party hereto hereby may be brought consents to the in personam jurisdiction of any court of the State of New York or Federal District Court for the Southern District of New York any U.S. federal court located in the CityBorough of Manhattan in the City of New York, County and State of New York York; each party hereto agrees that service by registered mail, or any other form equivalent thereto (eachor, a “New York Court”)in the alternative, (bby any other means sufficient under applicable law, rules and regulations) waivesat the addresses set forth in Section 17 hereof shall be valid and sufficient for all purposes; and each party hereto agrees to, to the fullest extent that it may effectively do so, and irrevocably waives any objection that it may now based on forum non conveniens or hereafter have to venue not to, appear in such state or U.S. federal court located in the laying Borough of venue Manhattan. Each of any such proceeding brought the Company, Buyer, Initial Property Servicer, Receivables Servicer and the Initial Bond Issuer irrevocably designates CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in a New York Court, and any claim that any such action or proceeding brought and taking all such acts as may be necessary or appropriate in a New York Court has been brought order to confer jurisdiction over it by such state or U.S. federal court in the Borough of Manhattan, and each of such parties stipulates that such appointment is irrevocable and coupled with an inconvenient forum, interest. (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES EACH OF THE PARTIES HEREBY IRREVOCABLY AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY LEGAL ACTION OR INDIRECTLY ARISING OUT OF OR PROCEEDING RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement Agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be governed by, and construed in all respectsaccordance with, the internal laws (as opposed to the conflicts of law provisions, but including validity, interpretation sections 5-1401 and effect, by 5-1402 of the general obligations law of the State of New York, regardless ) and decisions of the law that might be applied under principles State of conflict of laws New York. Each party hereto hereby irrevocably submits to the extent such principles would require nonexclusive jurisdiction of any New York or permit Federal court sitting in the application City of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that New York, New York over any legal suit, action or proceeding brought by any party hereto arising out of or based upon relating to this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do sopermitted or not prohibited by law, any objection that which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a New York Court, court and any claim that any such suit, action or proceeding brought in such a New York Court court has been brought in an inconvenient forum. EACH PARTY HERETO HEREBY WAIVES, (c) submits to the non-exclusive jurisdiction of any New York Court in any suitTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACHTRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TERMINATION TORT OR VALIDITY ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentenceAGREEMENT BY, each of the parties hereto acknowledges and certifies that (i) no representativeAMONG OTHER THINGS, 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement Agreement, the CVRs and all actions arising under or in connection therewith shall be governed by and construed in all respects, including validity, interpretation and effect, by accordance with the law laws of the State of New YorkDelaware, regardless of the law laws that might be applied otherwise govern under applicable principles of conflict conflicts of laws to the extent such principles would require or permit the application of the laws of another jurisdictionlaw thereof. Each of the parties hereto (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if (but only if) such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware and any appellate court therefrom (collectively, the “Delaware Courts”); and (ii) consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 6.1. Each of the parties irrevocably and unconditionally (a1) agrees not to commence any such action or proceeding except in the Delaware Courts, (2) agrees that any legal suit, claim in respect of any such action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court for the Southern District of New York located heard and determined in the City, County and State of New York (each, a “New York Court”)Delaware Courts, (b3) waives, to the fullest extent that it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding brought in a New York Courtthe Delaware Courts and (4) waives, and any claim that any to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY Delaware Courts. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY LEGAL PROCEEDING BETWEEN THE PARTIES (WHETHER BASED ON CONTRACT, TORT OR INDIRECTLY OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE BREACHTRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, TERMINATION OR VALIDITY OF ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY HERETO (A) MAKES THIS AGREEMENT. With respect to clause WAIVER VOLUNTARILY AND (dB) of the immediately preceding sentenceACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, each of the parties hereto acknowledges and certifies that (i) no representativeAMONG OTHER THINGS, 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 waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.5(C).