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

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby consents to service being made through the notice procedures set forth in Section 9.10, irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement 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 Proceeding with respect to this Agreement, (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 6.08(a)9.8, (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 lawLaws, any claim that (A) the suit, action or proceeding Proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding Proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the parties hereby agrees State of Delaware and of the United States of America; provided, however, that each such party’s consent to jurisdiction and service contained in this Section 9.8(b) is solely for the purpose referred to in this Section 9.8(b) and shall not be deemed to be a general submission to such courts or in the State of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process Delaware other than for any suit or proceeding in connection with this Agreement or the transactions contemplated herebysuch purpose. (bc) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BYOR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, AMONG OTHER THINGSADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and any action of any kind or any nature (whether at law or in equity, based in contract or in tort or otherwise) that is any way related to this Agreement or any of the transactions related hereto shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, Delaware applicable to contracts executed in and to be performed in that state without giving effect regard to any choice or the conflict of law provision or rule laws rules thereof. Each party to this Agreement (whether i) consents to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within located in the State of Delaware (or, solely only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of sitting in Wilmington, Delaware). Each of the parties hereto hereby irrevocably submits with regard to , (ii) waives any such action or proceeding for itself and in respect of its property, generally and unconditionally, objection to the personal jurisdiction laying of the aforesaid courts and agrees that it will not bring venue of any action relating related to this Agreement or any of the transactions contemplated by this Agreement brought in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivessuch court, (iii) waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action or proceeding with respect to this Agreement, (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 6.08(a), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from that any legal process commenced such action brought 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 (A) the suit, action or proceeding in such court is has been brought in an inconvenient forum, forum and (Biv) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of process or of any process, summons, notice or document other papers upon such party by U.S. registered mail at the address to the respective addresses set forth in which notices are required to be sent to such party under Section 6.02 8.5 shall be deemed good, proper and effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) upon such party. EACH OF THE PARTIES PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONACTION PROCEEDING, PROCEEDING CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a)8.7, (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 lawLaw, any claim that (Ax) the suit, action or proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH HEREBY OR THE ACTIONS OF ANY PARTY MAKES THIS WAIVER VOLUNTARILY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO ENFORCEMENT OF THIS AGREEMENT BY, AMONG OTHER THINGS, AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict regardless of the laws that might otherwise govern under applicable principles of conflicts of law provision thereof. (b) Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or rule proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 6.5 or in such other manner as may be permitted by applicable Law, and nothing in this Section 6.1(b) shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (whether ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or any other jurisdiction) that would cause (or, only if the application Court of Chancery of the laws State of Delaware declines to accept jurisdiction over a particular matter, any jurisdiction other than federal court within the State of Delaware. In addition, each ) in the event any dispute or controversy arises out of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and or the rights and obligations arising hereundertransactions contemplated hereby, or for recognition and enforcement of any judgment in respect of thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement and or the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, transactions contemplated hereby shall be brought brought, tried and determined exclusively only in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (or, solely only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each ; (v) waives any objection that it may now or hereafter have to the venue of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself in any such court or that such action or proceeding was brought in an inconvenient court and in respect of its property, generally agrees not to plead or claim the same; and unconditionally, to the personal jurisdiction of the aforesaid courts and (vi) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the parties hereto hereby irrevocably waives, and Company Stockholders agrees not to assert as that a defense, counterclaim or otherwise, final judgment in any action or proceeding with respect to this Agreement, (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 6.08(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) as provided above shall be conclusive and (iii) to the fullest extent permitted by the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyapplicable law. (bc) EACH OF PARENT, ACQUISITION SUB AND THE PARTIES TO THIS AGREEMENT COMPANY STOCKHOLDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY ACTIONS OF PARENT, ACQUISITION SUB OR THE COMPANY STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Each party hereto or its successors or assigns, shall be brought and determined exclusively in submits to the Delaware Court jurisdiction of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within sitting in the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 arising out of or relating to this Agreement, (i) any claim Agreement and agrees that it is not personally subject to the jurisdiction all claims in respect of the above named courts for any reason other than the failure to serve in accordance with this Section 6.08(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 (A) the suit, action or proceeding may be heard and determined in any such court is brought in an inconvenient forum, (B) the venue of such suit, court. Each party also agrees not to bring any action or proceeding is improper arising out of or (C) relating to this AgreementAgreement in any other court. Each party hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives 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 subject matter hereofprocess to the party to be served at the address and in the manner provided for the giving of notices in Section 10(i) above. Nothing in this Section 10(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 not be enforced by suit on the judgment or in any other manner provided by law or by such courtsat equity. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONSUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR COUNTERCLAIM ARISING OUT AGAINST SUCH PARTY IN RESPECT OF ITS, HIS OR RELATING TO THIS AGREEMENT HER OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, this Agreement and all claims or causes of action (awhether in contract, tort or otherwise) This that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement shall be governed by and construed in accordance with the laws Laws of the State of DelawareXxxxxxxx Islands, without giving effect regard to principles of conflicts of law. The parties hereto agree that any choice suit, action or conflict proceeding seeking to enforce any provision of, or based on any matter arising out of law provision or rule (whether in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in a court of competent jurisdiction of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In additionXxxxxxxx Islands, and each of the parties hereto hereby irrevocably agrees that consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any legal such suit, action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(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 lawLaw, any claim objection that (A) it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of or that any such suit, action or proceeding is improper brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or (C) this Agreementproceeding may be served on any party anywhere in the world, whether within or without the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service jurisdiction of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) such court. EACH OF THE PARTIES TO THIS AGREEMENT HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING (WHETHER IN CONTRACT OR COUNTERCLAIM TORT OR OTHERWISE) ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall will be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall will be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a)reason, (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 lawLaw, any claim that (Ax) the suit, action or proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of The parties hereto further agree that the parties hereby agrees that service of mailing by certified or registered mail, return receipt requested, (i) if to any processParent Entity, summons, notice or document by U.S. registered mail to the respective addresses address or facsimile number set forth in Section 6.02 shall be effective 8.9 of the Merger Agreement and (ii) if to a Unitholder, to such Unitholder’s address set forth on a signature page hereto, or to such other address as such party may hereafter specify for the purpose by notice to each other party hereto, of any process required by any such court will constitute valid and lawful service of process against them, without necessity for service by any suit other means provided by statute or proceeding in connection with this Agreement or the transactions contemplated herebyrule of court. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH HEREBY OR THE ACTIONS OF ANY PARTY MAKES THIS WAIVER VOLUNTARILY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO ENFORCEMENT OF THIS AGREEMENT BY, AMONG OTHER THINGS, AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Each party hereto or its successors or assigns, shall be brought and determined exclusively in submits to the Delaware Court jurisdiction of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within sitting in the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 arising out of or relating to this Agreement, (i) any claim Agreement and agrees that it is not personally subject to the jurisdiction all claims in respect of the above named courts for any reason other than the failure to serve in accordance with this Section 6.08(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 (A) the suit, action or proceeding may be heard and determined in any such court is brought in an inconvenient forum, (B) the venue of such suit, court. Each party also agrees not to bring any action or proceeding is improper arising out of or (C) relating to this AgreementAgreement in any other court. Each party hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives 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 subject matter hereofprocess to the party to be served at the address and in the manner provided for the giving of notices in Section 8 above. Nothing in this Section 12, 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 not be enforced by suit on the judgment or in any other manner provided by law or by such courtsat equity. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONSUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR COUNTERCLAIM ARISING OUT AGAINST SUCH PARTY IN RESPECT OF ITS, HIS OR RELATING TO THIS AGREEMENT HER OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict regardless of the laws that might otherwise govern under applicable principles of conflicts of law provision thereof. (b) Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or rule proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 6.5 or in such other manner as may be permitted by applicable Law, and nothing in this Section 6.1(b) shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (whether ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or any other jurisdiction) that would cause (or, only if the application Court of Chancery of the laws State of Delaware declines to accept jurisdiction over a particular matter, any jurisdiction other than federal court within the State of Delaware. In addition, each ) in the event any dispute or controversy arises out of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and or the rights and obligations arising hereundertransactions contemplated hereby, or for recognition and enforcement of any judgment in respect of thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement and or the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, transactions contemplated hereby shall be brought brought, tried and determined exclusively only in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (or, solely only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each ; (v) waives any objection that it may now or hereafter have to the venue of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself in any such court or that such action or proceeding was brought in an inconvenient court and in respect of its property, generally agrees not to plead or claim the same; and unconditionally, to the personal jurisdiction of the aforesaid courts and (vi) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement hereby in any court other than the aforesaid courts. Each of Parent, Merger Sub and the parties hereto hereby irrevocably waives, and Company Stockholders agrees not to assert as that a defense, counterclaim or otherwise, final judgment in any action or proceeding with respect to this Agreement, (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 6.08(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) as provided above shall be conclusive and (iii) to the fullest extent permitted by the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyapplicable Law. (bc) EACH OF PARENT, MERGER SUB AND THE PARTIES TO THIS AGREEMENT COMPANY STOCKHOLDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY ACTIONS OF PARENT, MERGER SUB OR THE COMPANY STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State, without giving effect to any choice or conflict of law provision laws provisions or rule (whether of the State of Delaware or any other jurisdiction) rules that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each jurisdiction. (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a)6.5, (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 lawLaw, any claim that (Ax) the suit, action or proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the parties hereby foregoing, each party agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth process on such party as provided in Section 6.02 6.4 shall be deemed effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyon such party. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BYOR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, AMONG OTHER THINGSADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the applicable laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the applicable laws of any jurisdiction other than the State of Delaware. In addition, each Delaware to be applied. (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect (i) consents to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for submit itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts Delaware Court of Chancery, or in the event (but only in the event) that the Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court for the District of Delaware also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware state court sitting in New Castle County, in connection with any matter based upon or arising out of this Agreement or the actions of the parties hereof, (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 the transactions contemplated by this Agreement in any court other than the aforesaid courtscourts of the State of Delaware, as described above. Each of the parties hereto hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth in Annex I and Annex II shall be effective service of process for any suit or proceeding in connection with this Agreement. Each party to this Agreement hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve process in accordance with this Section 6.08(a15.3(b), (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 (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) that the venue of such suit, action or proceeding is improper improper, or (C) that this Agreement, or the subject matter hereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which a party hereto is entitled pursuant to the final judgment of any court having jurisdiction. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the parties hereby agrees State of Delaware and of the United States of America; provided, that each such party’s consent to jurisdiction and service contained in this Section 15.3(b) is solely for the purpose referred to in this Section 15.3(b) and shall not be deemed to be a general submission to said courts or in the State of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process Delaware other than for any suit or proceeding in connection with this Agreement or the transactions contemplated herebysuch purpose. (bc) EACH OF THE PARTIES TO THIS AGREEMENT HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a)8.7, (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 lawLaw, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH HEREBY OR THE ACTIONS OF ANY PARTY MAKES THIS WAIVER VOLUNTARILY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO ENFORCEMENT OF THIS AGREEMENT BY, AMONG OTHER THINGS, AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within in the State of Delaware (orand, solely if the Delaware Court of Chancery such court declines to accept jurisdiction over a particular matterjurisdiction, any other state or federal court within of the State of Delaware or the United States District Court for the District of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware. Each of the Parties agrees that if any dispute is not resolved by the Parties, without giving effect to any choice or conflict of law provision or rule (whether it shall be resolved only in the Courts of the State of Delaware New York sitting in the County of New York or any other jurisdiction) the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”). In that would cause context, and without limiting the application generality of the laws of any jurisdiction other than the State of Delaware. In additionforegoing, each of the parties hereto Parties irrevocably agrees that and unconditionally (a) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of this Agreement the Proper, and appellate courts having jurisdiction of appeals from any of the rights foregoing, and obligations arising hereunder brought by the other party hereto or its successors or assigns, agrees that all claims in respect of any such action shall be heard and determined in such Proper Courts; (b) consents that any such action may and shall be brought and determined exclusively in the Delaware Court Proper Courts and waives any objection that it may now or thereafter have to the venue or jurisdiction of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action in any such court or proceeding for itself and that such action was brought in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts an inconvenient court and agrees that it will not bring to plead or claim the same; (c) waives all right to trial by jury in any action (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement 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 document delivered pursuant to this Agreement, (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 6.08(a), (ii) any claim that it or its property is exempt performance under or immune from the jurisdiction enforcement of this Agreement or any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior document delivered pursuant 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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby ; (d) agrees that service of process in any processsuch action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), summonspostage prepaid, notice or document by U.S. registered mail to the respective addresses set forth such party at its address as provided in Section 6.02 4.02 of this Agreement; and (e) agrees that nothing in this Agreement or any document delivered pursuant to this Agreement shall be effective affect the right to effect service of process for in any suit or proceeding in connection with this Agreement or other manner permitted by the transactions contemplated herebyLaws of the State of New York. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of DelawareDelaware applicable to contracts executed in and to be performed in that State except, without giving effect to any choice or conflict of law provision or rule (whether the extent that provisions of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)HBCA are mandatorily applicable. Each of the parties hereto hereby irrevocably submits with regard (i) consents to any such action or proceeding for submit itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of any Delaware state court located in the aforesaid courts and city of Wilmington if any dispute arises under this Agreement, the ancillary agreements or any transaction contemplated hereby or thereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action action, suit or proceeding relating to this Agreement Agreement, the ancillary agreements or any of the transactions transaction contemplated by this Agreement hereby or thereby in any court other than any such court, (iv) waives any right to trial by jury with respect to any action, suit or proceeding related to or arising out of this Agreement, the aforesaid courts. Each ancillary agreements or any transaction contemplated hereby or thereby, (v) waives any objection to the laying of venue of any action, suit or proceeding arising out this Agreement, the parties hereto ancillary agreements or any transaction contemplated hereby irrevocably waivesor thereby in any such court, (vi) waives and agrees not to assert as a defenseplead or claim that any such action, counterclaim or otherwise, in any action suit or proceeding with respect to this Agreement, (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 brought in accordance with this Section 6.08(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 (A) the suit, action or proceeding in such court is has been brought in an inconvenient forum, forum and (Bvii) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of a final judgment in any processsuch action, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement any such court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or the transactions contemplated herebyin any other manner provided by applicable law. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareNew York, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of DelawareNew York. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall may be brought and determined exclusively in the Delaware United States District Court for the Southern District of Chancery New York or any New York State court sitting in New York City and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with regard respect to any such action action, suit or proceeding for itself and in respect of its propertyproperties, generally assets and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courtsrevenues. 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 Agreement, (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 6.08(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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement All issues and questions concerning the construction, validity, interpretation and enforceability of this Limited Guarantee shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision rules or rule provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware . (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). b) Each of the parties hereto hereby irrevocably submits with regard (i) consents to any such action or proceeding for submit itself and in respect of its property, generally and unconditionally, to the personal jurisdiction and venue of any federal court located in the State of Delaware or any Delaware state court with respect to any suit relating to or arising out of this Limited Guarantee or any of the aforesaid courts and transactions contemplated hereby, (ii) agrees that it will not attempt to defeat or deny such personal jurisdiction or venue by motion or otherwise, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement such suit in any court other than a federal or state court sitting in the aforesaid courts. Each State of Delaware, (iv) irrevocably agrees that any such suit (whether at law, in equity, in contract, in tort or otherwise) shall be heard and determined exclusively in such federal or state court sitting in the State of Delaware and (v) agrees to service of process in any such action in any manner prescribed by the Laws of the State of Delaware. The parties hereto hereby irrevocably waives, consent to and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (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 6.08(a), (ii) any claim that it or its property is exempt or immune from the jurisdiction of grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or from other papers in connection with 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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth manner provided in Section 6.02 7 above or in such other manner as may be permitted by applicable Law, shall be effective valid and sufficient service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebythereof. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) 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 shall be governed by and construed in accordance with the laws Law of the State of Delaware, without giving effect regard to any the choice or conflict of law provision or rule conflicts of law principles thereof. 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 Delaware. (whether b) Subject to the provisions of Article VIII, each of the Parties 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 or, if such court shall not have jurisdiction, any other jurisdiction) that would cause the application federal court of the laws United States of any jurisdiction other than the State of America sitting in Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, from any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwiseappeal thereof, in any action Action arising out of or proceeding with respect relating to this Agreement, (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 6.08(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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with 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 heard and determined in the Court of Chancery of the State of Delaware or, to the extent permitted by Law, in such federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action in the Court of Chancery of the State of Delaware or such federal court, (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in the Court of Chancery of the State of Delaware or such federal court and (v) consents to service of process in the manner provided for notices in Section 9.1. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law. (bc) EACH OF THE PARTIES TO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES THIS WAIVER SUCH WAIVERS VOLUNTARILY AND SUCH PARTY (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED AND CERTIFICATIONS IN THIS SECTION 6.089.3(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareTHIS AGREEMENT SHALL BE GOVERNED BY, without giving effect to any choice or conflict of law provision or rule AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED ENTIRELY WITHIN THAT STATE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any 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 Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby to this Agreement (a) irrevocably submits with regard to any such action or proceeding for submit itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts Delaware Court of Chancery (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware) in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courtsDelaware Court of Chancery (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware). The parties to this Agreement agree that a final judgment in any action or proceeding brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each of the parties hereto to this Agreement hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve in accordance with this Section 6.08(a)4.6, (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 lawLaw, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereofof this Agreement, may not be enforced in or by such courts. Each of the parties to this Agreement hereby consents to service being made through the notice procedures set forth in Section 4.5 and agrees that service of any process, summons, notice or document by U.S. registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 6.02 4.5 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyby this Agreement. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any person other than the parties to this Agreement. (bc) EACH OF THE PARTIES PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTIONSUIT, ACTION OR OTHER PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY MAKES TO THIS WAIVER VOLUNTARILY AND AGREEMENT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY HAS WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES TO THIS AGREEMENT HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED WAIVER AND CERTIFICATIONS IN THIS SECTION 6.084.6(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall will be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall will be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a)reason, (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 lawLaw, any claim that (Ax) the suit, action or proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of The parties hereto further agree that the parties hereby agrees that service of any processmailing by certified or registered mail, summonsreturn receipt requested, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective 8.9 of any process required by any such court will constitute valid and lawful service of process against them, without necessity for service by any suit other means provided by statute or proceeding in connection with this Agreement or the transactions contemplated herebyrule of court. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH HEREBY OR THE ACTIONS OF ANY PARTY MAKES THIS WAIVER VOLUNTARILY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO ENFORCEMENT OF THIS AGREEMENT BY, AMONG OTHER THINGS, AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement letter 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 letter or the negotiation, execution or performance of this letter (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this letter) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement letter and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement letter and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (Chancery, or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or 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 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 Agreement letter or any of the transactions contemplated by this Agreement letter 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 Agreementletter, (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 6.08(a8(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 lawLaw, any claim that (Ax) the suit, action or proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding is improper or (Cz) this Agreementletter, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby hereto agrees that service of process upon such party in any process, summons, notice such action or document by U.S. registered mail to the respective addresses set forth in Section 6.02 proceeding shall be effective service if such process is given as a notice in accordance with Section 8.7 of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyMerger Agreement. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether Laws of the State of Delaware or any other jurisdiction) applicable to contracts executed in and to be performed entirely within that would cause the application state, regardless of the laws that might otherwise govern under any applicable conflict of any jurisdiction other than laws principles, except to the State of Delaware. In addition, each extent the provisions of the parties hereto Laws of the Mxxxxxxx Islands are mandatorily applicable to the Merger. (b) Each of the Parties irrevocably agrees that any legal action or proceeding Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto Parties or its their successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto Parties hereby irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action Proceeding relating to this Agreement or any of the transactions contemplated by this Agreement Transactions in any court other than the aforesaid courts. Each of the parties hereto Parties hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (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 6.08(a)8.7, (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 lawLaw, any claim that (A) the suit, action or proceeding Proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding Proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties solely for such purpose and over the parties hereby agrees that service subject matter of any processsuch dispute and, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service fullest extent permitted by Law, agree that mailing of process for any suit or proceeding other papers in connection with this Agreement any such Proceeding in the manner provided in Section 8.9 or the transactions contemplated herebyin such other manner as may be permitted by applicable Laws shall be valid and sufficient service thereof. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OR THE ACTIONS OF ANY PARTY MAKES THIS WAIVER VOLUNTARILY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO ENFORCEMENT OF THIS AGREEMENT BY, AMONG OTHER THINGS, AND THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08TRANSACTIONS.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) 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 accordance with the laws Law of the State of Delaware, without giving effect regard to any the choice or conflict of law provision or rule conflicts of law principles thereof. 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 Delaware. (whether b) Each of the Parties 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 such court shall not have jurisdiction, any federal court of the United States of America sitting in Delaware, and any appellate court from any appeal thereof, in any Action arising out of or relating to this Agreement or the Transaction Documents 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 heard and determined in the Court of Chancery of the State of Delaware or, to the extent permitted by Law, in such federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action in the Court of Chancery of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or such federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably (iv) waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (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 6.08(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 Law, the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in defense of an inconvenient forum, (B) forum to the venue maintenance of such suit, action Action in the Court of Chancery of the State of Delaware or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsfederal court. Each of the parties hereby Parties agrees that service of a final judgment in any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 such Action shall be effective conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to service of process in the manner provided for any suit or proceeding notices in connection with Section 10.02. Nothing in this Agreement or will affect the transactions contemplated herebyright of any party to this Agreement to serve process in any other manner permitted by Law. (bc) EACH OF THE PARTIES TO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, AND ANY OF THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES THIS WAIVER SUCH WAIVERS VOLUNTARILY AND SUCH PARTY (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED AND CERTIFICATIONS IN THIS SECTION 6.0810.05(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a)5.9, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable lawLaw, any claim that (Ax) the suit, action or proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH , THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF ANY PARTY MAKES THIS WAIVER VOLUNTARILY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO ENFORCEMENT OF THIS AGREEMENT BY, AMONG OTHER THINGS, AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT AND BY THE MERGER AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and all claims or causes of action (whether in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, Delaware applicable to contracts made and performed in such State without giving effect regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) laws provisions that would cause require or permit the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the jurisdiction. (b) The parties hereto hereby irrevocably agrees that any legal action or proceeding with respect submit to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto federal or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom located within the State of Delaware (orover any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, solely if action proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the Delaware Court of Chancery declines to accept jurisdiction over a particular matterfullest extent permitted by Applicable Law, any state objection which they may now or federal hereafter have to the laying of venue of any such dispute brought in such court within or any defense of inconvenient forum for the State maintenance of Delaware)such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Each of the parties hereto hereby irrevocably submits with regard and unconditionally consents to service of process in the manner provided for notices in Section 9.02. Nothing in this Agreement will affect the right of any such action or proceeding for itself and party to this Agreement to serve process in respect of its property, generally and unconditionally, any other manner permitted by Law. (d) Notwithstanding anything herein to the personal jurisdiction contrary, each of the aforesaid courts and parties hereto (i) agrees that it will not bring or support, or permit any action of its controlled Affiliates to bring or support, any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source or any Financing Related Party in any way relating to this Agreement or any of the transactions contemplated by this Agreement Agreement, including any dispute arising out of or relating in any court other than way to the aforesaid courts. Each Financing or the performance thereof (any of the parties hereto hereby irrevocably waives, and agrees not foregoing being referred to assert as a defense, counterclaim or otherwise“Financing Source Proceeding”), in any action or proceeding with respect to this Agreement, (i) forum other than any claim that it is not personally subject to the jurisdiction federal court of the above named courts for United States of America located in, or, if that court does not have subject matter jurisdiction, in any reason other than state court located in, in each case, the failure to serve Borough of Manhattan in accordance with this Section 6.08(a)the City of New York, (ii) agrees that any claim that it or Financing Source Proceeding shall be subject to the exclusive jurisdiction of such courts, (iii) irrevocably and unconditionally submits itself and its property is exempt or immune from with respect to any Financing Source Proceeding to the exclusive jurisdiction of such courts, (iv) irrevocably and unconditionally waives any objection to the laying of venue of any Financing Source Proceeding brought in 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 (A) the suit, action or proceeding any Financing Source Proceeding brought in any such court is has been brought in an inconvenient forum, (Bv) agrees that any Financing Source Proceeding shall be governed by and construed in accordance with the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each laws of the parties hereby State of New York applicable to contracts made and performed in such State without giving regard to any conflict of laws provisions that would require or permit the application of the laws of any other jurisdiction and (vi) agrees that service of process upon such Person in any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 Financing Source Proceeding shall be effective service of process for any suit or proceeding if notice is given in connection accordance with this Agreement or the transactions contemplated herebySection 9.02. (be) EACH OF PARTY HERETO HEREBY WAIVES TO THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION, PROCEEDING DISPUTE DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY FINANCING SOURCE PROCEEDING INVOLVING THE FINANCING SOURCES OR THE TRANSACTIONS ANY FINANCING RELATED PARTY) OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH 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 A DISPUTE, 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 OTHER TRANSACTION AGREEMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED AND CERTIFICATIONS IN THIS SECTION 6.089.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State, without giving effect to any choice or conflict of law provision laws provisions or rule (whether of the State of Delaware or any other jurisdiction) rules that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each jurisdiction. (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a)7.7, (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 lawLaw, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the parties hereby foregoing, each party agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth process on such party as provided in Section 6.02 7.4 shall be deemed effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyon such party. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BYOR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, AMONG OTHER THINGSADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware); provided that, notwithstanding the foregoing, each of the parties hereto irrevocably consents and agrees that any legal action or proceeding arising out of or in connection with any debt financing in connection with the Merger shall be brought only in the Supreme Court of the State of New York, County of New York, Borough of Manhattan, or, if under applicable laws exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a)8.7, (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 lawLaw, any claim that (Ax) the suit, action or proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that hereto irrevocably consents to the service of the summons and complaint and any process, summons, notice other process in any action or document by U.S. registered mail proceeding relating to the respective transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party at the addresses set forth in Section 6.02 8.7. Nothing in this Section 8.7 shall be effective service affect the right of any party to serve legal process for in any suit or proceeding in connection with this Agreement or the transactions contemplated herebyother manner permitted by Law. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BYOR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, AMONG OTHER THINGSADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareNew York, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of DelawareNew York. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall may be brought and determined exclusively in the Delaware United States District Court for the Southern District of Chancery New York or any New York State court sitting in New York and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with regard respect to any such action action, suit or proceeding for itself and in respect of its propertyproperties, generally assets and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courtsrevenues. 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 Agreement, (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 6.08(a)5.06, (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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 5.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.085.06.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, together with Annex A hereto, the Limited Guarantee, the Company Disclosure Letter, the Confidentiality Agreement and any other document, certificate or instrument delivered pursuant hereto (together, the “Related Documents”), and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, the Related Documents or the negotiation, execution, termination, validity, interpretation, construction, enforcement, performance or nonperformance of this Agreement or the Related Documents or otherwise arising from the relationship between the parties (including, without limitation, 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 the Related Documents or as an inducement to enter into this Agreement or the Related Documents) (all such claims or causes of action, a “Cause of Action”) shall be governed by and construed in accordance with the internal laws of the State of DelawareDelaware (including its laws regarding statutes of limitations), without giving effect to any choice or conflict of law Law provision or rule rules (whether of the State of Delaware or any other jurisdictionotherwise) that would cause the application of the laws Laws of any other jurisdiction. (b) Each party to this Agreement (i) irrevocably and unconditionally submits to the personal jurisdiction other than of the federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware. In addition, each of the parties hereto irrevocably (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that any legal action actions or proceeding proceedings (whether at law, in equity, in contract, tort or otherwise) arising in connection with respect to this Agreement and or the rights and obligations arising hereundertransactions contemplated by this Agreement, the Financing or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, Limited Guarantee shall be brought brought, tried and determined exclusively only in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely only if the Delaware Court of Chancery declines to accept jurisdiction over a the particular matter, any state or federal court within the State of Delaware). Each , (iv) waives any claim of the parties hereto hereby irrevocably submits with regard to improper venue or any such action or proceeding for itself claim that those courts are an inconvenient forum and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (v) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the 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 Agreement, (i) any claim Agreement agree that it is not personally subject to the jurisdiction mailing of the above named courts for any reason process or other than the failure to serve papers in accordance connection with this Section 6.08(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 (A) the suit, action or proceeding in the manner provided in Section 9.9 or in such court is brought other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. (c) Notwithstanding anything herein to the contrary, each of the Parties agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in an inconvenient forumLaw or in equity, (B) whether in contract or in tort or otherwise, against the venue financing sources for the Financing and their respective current, former or future directors, officers, general or limited partners, stockholders, members, managers, controlling persons, Affiliates, employees or Representatives in any way relating to this Agreement or any of such suit, action or proceeding is improper or (C) the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing or the subject matter hereofperformance thereof, may not be enforced in or by such courts. Each any forum other than the Supreme Court of the parties hereby agrees that service State of any processNew York, summonsCounty of New York, notice or document by U.S. registered mail to or, if under applicable law exclusive jurisdiction is vested in the respective addresses set forth in Section 6.02 shall be effective service federal courts, the United States District Court for the Southern District of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyNew York (and appellate courts thereof). (bd) EACH OF THE PARTIES TO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LEGAL ACTION DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED AND CERTIFICATIONS IN THIS SECTION 6.089.7.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareNew York, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of DelawareNew York. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within courts of/located in the State and City of Delaware)New York and any appellate court therefrom. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto Purchasers hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (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 6.08(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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 6.04 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without giving effect to any choice principles or rules of conflict of law provision laws to the extent such principles or rule rules would require or permit the application of the laws of another jurisdiction. (whether i) The Stockholders and the Company irrevocably agree that any legal action, suit or proceeding arising out of or relating to this Agreement shall be brought against it exclusively in the Court of Chancery of the State of Delaware (or, if (and only if) the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within sitting in the State of Delaware). By the execution of this Agreement, the Stockholders irrevocably submit to the exclusive jurisdiction of any such court in any such action, suit or proceeding. (ii) Final judgment against any of the parties in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the United States, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by Law. (b) Each of the parties hereto hereby also irrevocably submits with regard consents to any such action or proceeding for itself and in respect the service of its propertyprocess being made by mailing copies of the papers by registered United States mail, generally and unconditionallypostage prepaid, to the personal jurisdiction of parties at their respective addresses specified pursuant to Section 5.8 (Notices). (c) Service in the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement manner provided in Section 5.8 in any court other than action, suit or proceeding will be deemed personal service, will be accepted by the aforesaid courts. parties as such and will be valid and binding upon the parties for all purposes of any such action, suit or proceeding. (d) Each of the parties hereto hereby irrevocably waives, and agrees not waives to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, the fullest extent permitted by applicable Law: (i) any claim that objection which it is not personally subject may have now or in the future to the jurisdiction laying of the above named courts for venue of any reason other than the failure action, suit or proceeding in any court referred to serve in accordance with this Section 6.08(a), Section; (ii) any claim that it any such action, suit or proceeding has been brought in an inconvenient forum; and (iii) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party. (e) To the extent that any of the parties may be entitled in any jurisdiction to claim for itself or its property is exempt or immune from the jurisdiction assets immunity in respect of any such court or its obligations under this Agreement from any legal process commenced in such courts suit, execution, attachment (whether through service of noticeprovisional or final, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, each of such parties irrevocably agrees not to claim and (iii) irrevocably waives such immunity to the fullest extent permitted now or in the future by the applicable lawLaws of such jurisdiction. (f) To the extent that any of the parties may, in any claim that (A) the suitaction, action suit or proceeding in such court is brought in an inconvenient forum, (B) any of the venue courts referred to in this Section 5.9 or a court of such suit, action the United States or proceeding is improper elsewhere arising out of or (C) in connection with this Agreement, be entitled to the benefit of any provision of Law requiring an Investor in such action, suit or proceeding to post security for the subject matter hereofcosts of any of the parties, may not be enforced in or by such courts. Each to post a bond or to take similar action, each of the parties hereby agrees that service of any processirrevocably waives such benefit, summons, notice or document by U.S. registered mail in each case to the respective addresses set forth fullest extent now or in Section 6.02 shall be effective service the future permitted under the laws of process for any suit or proceeding the United States or, as the case may be, the jurisdiction in connection with this Agreement or the transactions contemplated herebywhich such court is located. (bg) EACH OF THE PARTIES TO PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (ai) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State, without giving effect to any choice or conflict of law provision laws provisions or rule (whether of the State of Delaware or any other jurisdiction) rules that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each jurisdiction. (ii) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (iA) 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 6.08(a1.7(h), (iiB) 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 (iiiC) to the fullest extent permitted by the applicable lawLaw, any claim that (A1) the suit, action or proceeding in such court is brought in an inconvenient forum, (B2) the venue of such suit, action or proceeding is improper or (C3) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the parties hereby foregoing, each party agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth process on such party as provided in Section 6.02 1.7(e) shall be deemed effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyon such party. (biii) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BYOR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, AMONG OTHER THINGSADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement, shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect to any choice principles or rules of conflict of law provision laws to the extent such principles or rule (whether of the State of Delaware rules would require or any other jurisdiction) that would cause permit the application of the laws of any jurisdiction other than another jurisdiction. Any action based upon, arising out of or related to this Agreement or the State actions contemplated hereby may be brought in the United States District Court for the District of Delaware or, if such court does not have jurisdiction, the Delaware state courts located in Wilmington, Delaware. In addition, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of each such court in any such action, waives any objection it may now or hereafter have to personal jurisdiction, venue or convenience of forum, agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment all claims in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, action shall be brought heard and determined exclusively only in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its propertycourt, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not to bring any action arising out of or relating to this Agreement or any of the transactions actions contemplated by this Agreement hereby in any court other than court. Nothing herein contained shall be deemed to affect the aforesaid courts. Each right of the parties hereto hereby irrevocably waivesany party to serve process in any manner permitted by applicable law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, and agrees not in each case, to assert as a defense, counterclaim or otherwise, enforce judgments obtained in any action or proceeding with respect brought pursuant to this Agreement, (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 6.08(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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsparagraph. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONACTION BASED UPON, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING RELATED TO THIS SPONSOR AGREEMENT OR THE TRANSACTIONS ACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware); provided that, notwithstanding the foregoing, each of the parties hereto irrevocably consents and agrees that any legal action or proceeding arising out of or in connection with any debt financing in connection with the Merger shall be brought only in the Supreme Court of the State of New York, County of New York, Borough of Manhattan, or, if under applicable laws exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a)8.7, (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 lawLaw, any claim that (Ax) the suit, action or proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BYOR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, AMONG OTHER THINGSADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by construed and construed enforced in accordance with with, and the laws rights of the parties shall be governed by, the law of the State of DelawareNew York, without giving effect to any choice or the conflict of law provision or rule laws principles thereof. (whether b) Each of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto Parties irrevocably agrees that any legal action action, suit or proceeding with respect arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other any party hereto or its successors or assigns, assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any federal or state appellate court therefrom within in the State of Delaware (orNew York, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each and each of the parties hereto Parties hereby irrevocably submits with regard to any such action or proceeding the exclusive jurisdiction of the aforesaid courts for itself and in with respect of to its property, generally and unconditionally, with regard to the personal jurisdiction any such proceeding arising out of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courtsRestructuring Transactions. Each of the parties Parties agrees not to commence any proceeding relating hereto or thereto except in the courts described above in New York, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action proceeding arising out of or proceeding with respect relating to this AgreementAgreement or the Restructuring Transactions, (i) any claim that it is not personally subject to the jurisdiction of the above named courts in New York as described herein for any reason other than the failure to serve in accordance with this Section 6.08(a)reason, (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 (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Notwithstanding the foregoing, during the pendency of the parties hereby agrees that service of any processChapter 11 Case, summons, notice or document all proceedings contemplated by U.S. registered mail to the respective addresses set forth in this Section 6.02 11(b) shall be effective service of process for any suit or proceeding brought in connection with this Agreement or the transactions contemplated herebyBankruptcy Court. (bc) EACH OF PARTY HEREBY WAIVES, TO THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED AND CERTIFICATIONS IN THIS SECTION 6.08SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether b) Each of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties 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 Agreement, (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 6.08(a)8.7, (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 lawLaw, any claim that (Ax) the suit, action or proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH HEREBY OR THE ACTIONS OF ANY PARTY MAKES THIS WAIVER VOLUNTARILY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO ENFORCEMENT OF THIS AGREEMENT BY, AMONG OTHER THINGS, AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Amendment and any claim, cause of action (in law or equity), controversy or dispute arising out of or related to this Amendment, any of the Transactions, the relationship of the Parties, and/or the interpretation, performance and enforcement of the rights and duties of the Parties, whether arising in contract, tort, statutory or otherwise, shall be governed by by, and construed in accordance with with, the laws of the State of DelawareDelaware (including in respect of the statute of limitations or other limitations period applicable to any such claim, controversy or dispute), in each case without giving effect to any choice conflicts-of-law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) principle that would cause might require the application of the laws of any jurisdiction other than the State of Delaware. In addition, each jurisdiction. (b) Each of the parties hereto Parties irrevocably agrees that any legal action or proceeding with respect arising out of or relating to this Agreement and the rights and obligations arising hereunder, Amendment or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereof brought by the any other party hereto Party or its successors or assigns, shall assigns may be brought and determined exclusively in by the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware or if jurisdiction is not proper in such court, in Superior Court seated in New Castle County Delaware, or if jurisdiction is not proper in such court, a federal court sitting in Wilmington, Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matterand in each case, any state or federal court within the State of Delaware). Each appellate courts thereof) and each of the parties hereto Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding for itself and in respect arising out of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement or any of Amendment and the transactions contemplated by this Agreement hereby (and agrees not to commence any action, suit or proceeding relating thereto except in any court other than the aforesaid such courts). Each of the parties hereto Parties further agrees to accept service of process in any manner permitted by such court. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding with respect arising out of or relating to this AgreementAmendment or the transactions contemplated hereby, (i) any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure lawfully to serve in accordance with this Section 6.08(a)process, (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 court (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 lawLaw, any claim that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this AgreementAmendment, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (bc) EACH OF THE PARTIES TO THIS AGREEMENT AMENDMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08[The remainder of this page is intentionally left blank.]

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) 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 shall be governed by and construed in accordance with the laws Law of the State of Delaware, without giving effect regard to any choice Laws or conflict principles thereof that would result in the application of law provision the Laws of any other jurisdiction (except that the Laws of the Netherlands shall govern (i) the duties of the members of the Utah Board and (ii) the Combination, to the extent mandatorily applicable thereto). Except as expressly set forth in the immediately preceding sentence, the Parties expressly waive any right they may have, now or rule in the future, to demand or seek the application of a governing Law other than the Law of the State of Delaware. (whether b) Each Party hereby irrevocably and unconditionally 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, any state court in the state of Delaware), and any appellate court from any appeal thereof, in any Action arising out of or relating to this Agreement or the Transaction Documents or the transactions contemplated hereby or thereby, and each Party 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 heard and determined in the Court of Chancery of the State of Delaware or, to the extent permitted by Law, in such other courts, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action in the Court of Chancery of the State of Delaware or any such other jurisdictioncourts and (iv) that would cause waives, to the application fullest extent permitted by Law, the defense of an inconvenient forum to the laws maintenance of any 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 Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively such Action in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (oror such other courts. Notwithstanding anything to the contrary contained in this Agreement, solely if the Delaware Court each Party on behalf of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and controlled Affiliates: (i) agrees that it will not bring or support any legal proceeding against any of the Spinco Lenders or their Lender Related Parties in any way relating to the Financing in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (ii) agrees that, except as specifically set forth in the Spinco Commitment Letter or the Financing Agreements, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Spinco Lenders or their Lender Related Parties relating to this Agreement Agreement, the Combination, or any of the transactions contemplated by this Agreement or the performance of services related hereto, including any dispute arising out of or relating 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 Agreement, (i) any claim that it is not personally subject way to the jurisdiction of the above named courts for any reason other than the failure to serve Financing, shall be exclusively governed by and construed in accordance with this Section 6.08(a), (ii) any claim that it or its property is exempt or immune from the jurisdiction internal Laws of any such court or from any legal process commenced in such courts (whether through service the State of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and New York; (iii) agrees to waive and hereby waives, irrevocably and unconditionally, any right to a trial by jury in any such legal action, suit or proceeding against any of the Spinco Lenders or their Lender Related Parties relating to the Financing; and (iv) agrees to waive and hereby waives, to the fullest extent permitted by the applicable lawLaw, any claim that (A) objection which such Party may now or hereafter have to the suitlaying of venue of, action and the defense of an inconvenient forum to the maintenance of, any such legal action, suit or proceeding against any of the Spinco Lenders or their Lender Related Parties relating to the Financing in any such court is brought court. Each Party agrees that a final judgment in an inconvenient forum, (B) the venue of any such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, Action shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsLaw. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail Party irrevocably consents to the respective addresses set forth in Section 6.02 shall be effective service of process in the manner provided for any suit or proceeding notices in connection with Section 11.2. Nothing in this Agreement or will affect the transactions contemplated herebyright of any Party to serve process in any other manner permitted by Law. (bc) EACH OF THE PARTIES TO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING ACTION DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, ANY OF THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY (INCLUDING THE FINANCING). EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES THIS WAIVER SUCH WAIVERS VOLUNTARILY AND SUCH PARTY (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED AND CERTIFICATIONS IN THIS SECTION 6.0811.4(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby consents to service being made through the notice procedures set forth in Section 9.10 or any other manner permitted by applicable Law, irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement 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 Proceeding with respect to this Agreement, (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 6.08(a)9.8, (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 lawLaws, any claim that (A) the suit, action or proceeding Proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding Proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the parties hereby agrees State of Delaware and of the United States of America; provided, however, that each such party’s consent to jurisdiction and service contained in this Section 9.8(b) is solely for the purpose referred to in this Section 9.8(b) and shall not be deemed to be a general submission to such courts or in the State of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process Delaware other than for any suit or proceeding in connection with this Agreement or the transactions contemplated herebysuch purpose. (bc) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BYOR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, AMONG OTHER THINGSADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a5.06(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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 5.01 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.085.06.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) a. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within in the State of Delaware (orand, solely if the Delaware Court of Chancery such court declines to accept jurisdiction over a particular matterjurisdiction, any other state or federal court within of the State of Delaware or the United States District Court for the District of Delaware). Each of the parties Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties 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 Agreement, (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 6.08(a7.5(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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties Parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 7.4 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) b. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.087.5.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall 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 or as an inducement to enter into this Agreement) will be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether Laws of the State of Delaware or any other jurisdictionapplicable to Contracts executed in and to be performed entirely within that State. (b) that would cause the application By execution and delivery of the laws of any jurisdiction other than the State of Delaware. In additionthis Agreement, each of the parties hereto Party irrevocably agrees that any legal action or proceeding Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party Party hereto or its successors or assigns, shall will be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto Parties hereby irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement hereunder 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 Agreement, (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 6.08(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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.aforesaid

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) a. This Agreement shall be governed by construed and construed enforced in accordance with with, and the laws rights of the parties shall be governed by, the law of the State of DelawareNew York, without giving effect to any choice or conflict the conflicts of law provision or rule (whether principles thereof. b. Each of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto Parties irrevocably agrees that any legal action action, suit, or proceeding with respect arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other any party hereto or its successors or assigns, assigns shall be brought and determined exclusively in (a) the Bankruptcy Court, for so long as the Chapter 11 Cases are pending, and (b) otherwise, any federal or state court in the Delaware Court Borough of Chancery Manhattan, the City of New York, and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each each of the parties hereto Parties hereby irrevocably submits with regard to any such action or proceeding the exclusive jurisdiction of the aforesaid courts for itself and in with respect of to its property, generally and unconditionally, with regard to the personal jurisdiction any such proceeding arising out of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courtsAgreement. Each of the parties Parties agrees not to commence any proceeding relating hereto or thereto except in the courts described above, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree, or award rendered by any such court as described herein. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Subject to the foregoing, each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim counterclaim, or otherwise, in any action proceeding arising out of or proceeding with respect relating to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts as described herein for any reason other than the failure to serve in accordance with this Section 6.08(a)reason, (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 judgment, or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) c. EACH OF PARTY HEREBY WAIVES, TO THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED AND CERTIFICATIONS IN THIS SECTION 6.08SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareTHIS AGREEMENT SHALL BE GOVERNED BY, without giving effect to any choice or conflict of law provision or rule AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED ENTIRELY WITHIN THAT STATE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any 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 Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby to this Agreement (i) irrevocably submits with regard to any such action or proceeding for submit itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts Delaware Court of Chancery (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware) in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (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 the transactions contemplated by this Agreement in any court other than the aforesaid courtsDelaware Court of Chancery (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware). The parties to this Agreement agree that a final judgment in any action or proceeding brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each of the parties hereto to this Agreement hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve in accordance with this Section 6.08(a)5.6, (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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereofof this Agreement, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (bc) EACH OF THE PARTIES PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTIONSUIT, ACTION OR OTHER PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY MAKES TO THIS WAIVER VOLUNTARILY AND AGREEMENT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY HAS WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES TO THIS AGREEMENT HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED WAIVER AND CERTIFICATIONS IN THIS SECTION 6.085.6(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (ai) This Agreement and any other document or instrument delivered pursuant hereto, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, termination, performance or nonperformance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by and construed in accordance with the internal laws of the State of DelawareNew York, without giving effect regard to any choice or conflict its conflicts of law provision or rule principles. (whether of the State of Delaware or any other jurisdictionii) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding and all actions and proceedings with respect to this Agreement and the rights and obligations arising hereunder, out of or for recognition and enforcement of any judgment in respect of relating to this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assignsAgreement, shall be brought and determined exclusively in the Delaware United States District Court for the Southern District of New York; provided, however, that, if subject matter jurisdiction is unavailable in that court, then all such claims shall be transferred to or otherwise brought, heard and determined exclusively in the Supreme Court of Chancery and any state appellate court therefrom within the State of Delaware New York, County of New York (oras applicable, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware“Agreed Court”). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts Agreed Court and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courtsAgreed Court. Each of the parties hereto hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (ia) any claim that it is not personally subject to the jurisdiction of the above named courts Agreed Court for any reason other than the failure to serve in accordance with this Section 6.08(a)reason, (iib) 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 court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iiic) to the fullest extent permitted by the applicable lawLaw, any claim that (Ai) the suit, action or proceeding proceedings in such court is brought in an inconvenient forum, (Bii) the venue of such suit, action or proceeding is improper or (Ciii) this Agreement, or the subject matter hereofof this Agreement, may not be enforced in or by such courtsthe Agreed Court. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail The consents to the respective addresses jurisdiction set forth in Section 6.02 this paragraph shall be effective not constitute general consents to service of process in the State of New York and shall have no effect for any suit purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in connection with this Agreement other jurisdictions by suit on the judgment or the transactions contemplated herebyin any other manner provided by applicable law. (biii) EACH OF THE PARTIES TO THIS AGREEMENT HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT RIGHTS TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES BY THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the applicable laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the applicable laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect Delaware to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)applied. Each of the parties hereto hereby irrevocably submits with regard (a) consents to any such action or proceeding for submit itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts Delaware Court of Chancery, or in the event (but only in the event) that the Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court for the District of Delaware also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware state court sitting in New Castle County, in connection with any matter based upon or arising out of this Agreement or the actions of the parties hereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courtscourts of the State of Delaware, as described above. Each of the parties hereto hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth in Annex II shall be effective service of process for any suit or proceeding in connection with this Agreement. Each party to this Agreement hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve process in accordance with this Section 6.08(a)10.1, (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 (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) that the venue of such suit, action or proceeding is improper improper, or (C) that this Agreement, or the subject matter hereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which a party hereto is entitled pursuant to the final judgment of any court having jurisdiction. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the parties hereby agrees State of Delaware and of the United States of America; provided, that each such party’s consent to jurisdiction and service contained in this Section 10.1 is solely for the purpose referred to in this Section 10.1 and shall not be deemed to be a general submission to said courts or in the State of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process Delaware other than for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) such purpose. EACH OF THE PARTIES TO THIS AGREEMENT HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.COUNTERCLAIM

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the Laws of the State of Delaware without regard to the conflict or choice of laws provisions thereof that would give rise to the application of the domestic substantive law of any other jurisdiction. (b) Each of the parties to this Agreement and Ultimate Parent (i) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, without giving effect to New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, out of or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated Transactions, (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 not to bring any action or proceeding arising out of or relating to this Agreement or any of the Transactions in any court other than the aforesaid courtscourt. Each of the parties hereto hereby irrevocably waives, and agrees not Ultimate Parent waives any defense of inconvenient forum to assert as a defense, counterclaim or otherwise, in the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect to this Agreement, (i) any claim that it is not personally subject thereto. Any party hereto may make service on another party by sending or delivering a copy of the process to the jurisdiction party to be served at the address and in the manner provided for the giving of notices in Section 9.1. Nothing in this Section 9.4, however, shall affect the above named courts for right of any reason other than the failure party to serve in accordance with this Section 6.08(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 any other manner permitted by the applicable law, any claim that Law. (Ac) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service to this Agreement irrevocably waives any and all right to trial by jury in any legal proceeding arising out of any process, summons, notice or document by U.S. registered mail relating to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyTransactions. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the applicable laws of the State of Delaware, without giving effect to any choice or regardless of the laws that might otherwise govern under applicable principles of conflict of law provision or rule hereof. (whether b) The parties hereto, on their behalf and on behalf of their respective Affiliates, irrevocably submit to the exclusive jurisdiction of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (or, solely if such Court or the Delaware Supreme Court determines that the Court of Chancery declines to accept does not have or should not exercise subject matter jurisdiction over a particular such matter, any state or federal court within the Superior Court of the State of Delaware). Each ) and the federal courts of the parties hereto hereby irrevocably submits United States of America located in the State of Delaware (and of the appropriate appellate courts therefrom) in connection with regard to any such action or proceeding for itself and dispute arising out of, in connection with, in respect of, or in any way relating to: (i) the negotiation, execution and performance of its property, generally this Agreement, (ii) the interpretation and unconditionally, to the personal jurisdiction enforcement of the aforesaid courts and agrees that it will not bring provisions of this Agreement, or (iii) any action relating actions of or omissions by any Covered Party in any way connected with, related to this Agreement or giving rise to any of the transactions contemplated by this Agreement in any court other than foregoing matters, (the aforesaid courts. Each of foregoing clauses (i), (ii) and (iii) collectively, the parties hereto hereby irrevocably waives“Covered Matters”), and agrees hereby waive, and agree not to assert as a defense, counterclaim or otherwise, defense in any action actions, suits or proceeding proceedings (each, a “Legal Action”) with respect regard to this Agreementor involving a Covered Matter, (i) any claim that it such Legal Action may not be brought or is not personally subject to the jurisdiction of the above named maintainable in said courts for any reason other than the failure to serve in accordance with or that venue thereof may not be appropriate or that this Section 6.08(a), (ii) any claim that it Agreement 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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, document may not be enforced in or by such courts. Each of , and the parties hereby agrees hereto, on their behalf and on behalf of their respective Affiliates, irrevocably agree that service of any process, summons, notice or document by U.S. registered mail all claims with respect to the respective addresses set forth in Section 6.02 such Legal Action shall be effective service heard and determined exclusively by such a Delaware state or federal court. The parties hereto, on their behalf and on behalf of their respective Affiliates, hereby consent to and grant any such court jurisdiction over the Person of such parties and over the subject matter of such dispute and agree that mailing of process for any suit or proceeding other papers in connection with this Agreement such Legal Action in the manner provided in Section 12.2 or the transactions contemplated herebyin such other manner as may be permitted by law shall be valid and sufficient service thereof. (bc) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONIn addition, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYby entering into this Agreement, AMONG OTHER THINGSeach party hereto, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08on their behalf and, to the fullest extent permissible by applicable law, on behalf of their respective unitholders, partners, members, directors, Affiliates, officers or agents, as the case may be, covenants, agrees and acknowledges, that it shall not bring any Legal Action (regardless of the legal theory or claim involved or the procedural nature of any such Legal Action) with regard to any Covered Matter against any Covered Party, other than the parties hereto. (d) The parties hereto acknowledge and agree that (i) the agreements contained in this Section 12.7 are an integral part of this Agreement and the transactions

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a)8.7, (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 lawLaw, any claim that (Ax) the suit, action or proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BYOR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, AMONG OTHER THINGSADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule (whether contracts executed in and to be performed entirely within that State, regardless of the State Law that might otherwise govern under applicable principles of Delaware or any other jurisdiction) that would cause the application conflicts of the laws of any jurisdiction other than the State of DelawareLaw thereof. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby consents to service of process being made upon it through the notice procedures set forth in Section 9.9, irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement hereby 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 Proceeding with respect to this Agreement, (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 6.08(a)9.7, (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 lawLaw, any claim that (A) the suit, action or proceeding Proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding Proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the parties hereby agrees State of Delaware and of the United States of America; provided, however, that each such party’s consent to jurisdiction and service contained in this Section 9.7(a) is solely for the purposes referred to in this Section 9.7(a) and shall not be deemed to be a general submission to such courts or in the State of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process Delaware other than for any suit or proceeding in connection with this Agreement or the transactions contemplated herebysuch purposes. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH HEREBY OR THE ACTIONS OF ANY PARTY MAKES THIS WAIVER VOLUNTARILY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO ENFORCEMENT OF THIS AGREEMENT BY, AMONG OTHER THINGS, AND THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareNew York, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of DelawareNew York. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware New York Supreme Court of Chancery and any state appellate court therefrom within the State of Delaware New York (or, solely if the Delaware New York Supreme Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of DelawareNew York). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a6.06(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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.086.06.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by construed and construed enforced in accordance with with, and the laws rights of the parties shall be governed by, the law of the State of DelawareNew York, without giving effect to any choice or the conflict of law provision or rule laws principles thereof. (whether b) Each of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto Parties irrevocably agrees that any legal action action, suit or proceeding with respect arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other any party hereto or its successors or assigns, assigns shall be brought and determined exclusively in any federal or state court in the Delaware Court Borough of Chancery Manhattan in the City of New York (the “NY Courts”) and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each each of the parties hereto Parties hereby irrevocably submits with regard to any such action or proceeding the exclusive jurisdiction of the aforesaid courts for itself and in with respect of to its property, generally and unconditionally, with regard to the personal jurisdiction any such proceeding arising out of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courtsRestructuring Transactions. Each of the parties Parties agrees not to commence any proceeding relating hereto or thereto except in the NY Courts other than proceedings in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any NY Court. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process, and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action proceeding arising out of or proceeding with respect relating to this AgreementAgreement or the Restructuring, (i) any claim that it is not personally subject to the jurisdiction of the above named courts NY Courts for any reason other than the failure to serve in accordance with this Section 6.08(a)reason, (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 any such courts court (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 (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by any such courtscourt. Each Notwithstanding the foregoing, during the pendency of the parties Chapter 11 Cases, all proceedings contemplated by this Section 13(b) shall be brought in the Bankruptcy Court. Notwithstanding the foregoing, none of the Consenting Lenders hereby agrees that service submit to the jurisdiction of the Bankruptcy Court for any other matter or otherwise consent to the entry of any process, summons, notice or document final judgment/order by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyBankruptcy Court. (bc) EACH OF PARTY HEREBY WAIVES, TO THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OF, OR RELATING TO TO, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED AND CERTIFICATIONS IN THIS SECTION 6.08SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that state, without giving effect to any choice or conflict conflicts of law provision or rule (whether principles that would result in the application of any applicable Law other than the Law of the State of Delaware or any other jurisdictionDelaware. (b) that would cause the application Each of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto Parties irrevocably agrees that any legal action or proceeding Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto Parties or its their successors or assigns, shall be brought and determined exclusively in the Delaware United States District Court for the District of Chancery and any state appellate court therefrom within the State of Delaware (Arizona or, solely if such court lacks jurisdiction, the Delaware Court state district court of Chancery declines to accept jurisdiction over a particular matterMaricopa County, any state or federal court within the State of Delaware)Arizona. Each of the parties hereto Parties hereby irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect of its or property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto Parties hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve in accordance with this Section 6.08(a)7.5, (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 court (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 lawLaw, any claim that (Ax) the suit, action or proceeding Proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding Proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH HEREBY OR THE ACTIONS OF ANY PARTY MAKES THIS WAIVER VOLUNTARILY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO ENFORCEMENT OF THIS AGREEMENT BY, AMONG OTHER THINGS, AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and all claims or causes of action (whether in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, Delaware applicable to contracts made and performed in such State without giving effect regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) laws provisions that would cause require or permit the application of the laws Laws of any jurisdiction other than the State of Delaware. In addition, each of the jurisdiction. (b) The parties hereto hereby irrevocably agrees that any legal action or proceeding with respect submit to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto federal or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom located within the State of Delaware (orover any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, solely if action proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the Delaware Court of Chancery declines to accept jurisdiction over a particular matterfullest extent permitted by Applicable Law, any state objection which they may now or federal hereafter have to the laying of venue of any such dispute brought in such court within or any defense of inconvenient forum for the State maintenance of Delaware)such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Each of the parties hereto hereby irrevocably submits with regard and unconditionally consents to service of process in the manner provided for notices in Section 9.02. Nothing in this Agreement will affect the right of any such action or proceeding for itself and party to this Agreement to serve process in respect of its property, generally and unconditionally, any other manner permitted by Law. (d) Notwithstanding anything herein to the personal jurisdiction contrary, each of the aforesaid courts and parties hereto agrees that it will not bring or support any action action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source or any Financing Related Party in any way relating to this Agreement or any of the transactions contemplated by this Agreement Agreement, including any dispute arising out of or relating in any court other than way to the aforesaid courts. Each of Debt Financing or the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwiseperformance thereof, in any action or proceeding with respect to this Agreement, (i) forum other than any claim that it is not personally subject to the jurisdiction federal court of the above named courts for any reason other than the failure to serve in accordance with this Section 6.08(a)United States of America located in, (ii) any claim or, if 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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the does not have subject matter hereofjurisdiction, may not be enforced in or by such courts. Each any state court located in, in each case, the Borough of Manhattan in the parties hereby agrees that service City of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyNew York. (be) EACH OF PARTY HERETO HEREBY WAIVES TO THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION, PROCEEDING DISPUTE DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY SUCH ACTION INVOLVING THE FINANCING SOURCES OR THE TRANSACTIONS ANY FINANCING RELATED PARTY) OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH 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 A DISPUTE, 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 OTHER TRANSACTION AGREEMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED AND CERTIFICATIONS IN THIS SECTION 6.089.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware); provided that, notwithstanding the foregoing, each of the parties hereto irrevocably consents and agrees that any legal action or proceeding arising out of or in connection with any debt financing in connection with the Merger shall be brought only in the Supreme Court of the State of New York, County of New York, Borough of Manhattan, or, if under applicable laws exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a)8.7, (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 lawLaw, any claim that (Ax) the suit, action or proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that hereto irrevocably consents to the service of the summons and complaint and any process, summons, notice other process in any action or document by U.S. registered mail proceeding relating to the respective transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party at the addresses set forth in Section 6.02 8.9. Nothing in this Section 8.7 shall be effective service affect the right of any party to serve legal process for in any suit or proceeding in connection with this Agreement or the transactions contemplated herebyother manner permitted by Law. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BYOR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, AMONG OTHER THINGSADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware); provided, however, each of the parties hereto irrevocably consents and agrees that any legal action or proceeding arising out of or in connection with any debt financing in connection with the Merger shall be brought only in the Supreme Court of the State of New York, County of New York, Borough of Manhattan, or, if under applicable Laws exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a)9.7, (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 lawLaw, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (bc) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BYOR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, AMONG OTHER THINGSADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a)9.7, (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 lawLaw, any claim that (Ax) the suit, action or proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH HEREBY OR THE ACTIONS OF ANY PARTY MAKES THIS WAIVER VOLUNTARILY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO ENFORCEMENT OF THIS AGREEMENT BY, AMONG OTHER THINGS, AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. . (b) 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 Agreement, (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 6.08(a)5.6, (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 lawLaw, any claim that (Ax) the suit, action or proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (c) WITHOUT LIMITING SECTION 5.6(a) THROUGH (b) ), EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYTHEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.085.6(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, Delaware (without giving effect to any its choice or conflict of law provision principles). Subject to Section 7(e), for purposes of any legal action, suit or rule proceeding (whether an “Proceeding”) arising out of the State of Delaware or in connection with this Agreement or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In additiontransaction contemplated hereby, each of the parties hereto (a) irrevocably agrees that any legal action or proceeding with respect submits to this Agreement the exclusive jurisdiction and venue of the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (orprovided, solely if the Delaware Court of Chancery declines to accept that if, and only after, such courts determine that they lack subject matter jurisdiction over a particular matterany Proceeding, any state or such Proceeding shall be brought in the federal court within courts of the United States located in the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself Delaware (and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement 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 Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named which appeal from such courts for any reason other than the failure to serve in accordance with this Section 6.08(amay be taken), (iib) 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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the such party’s respective addresses address set forth in Section 6.02 7(a) shall be effective service of process for any Proceeding with respect to any matters to which it has submitted to jurisdiction in this Section 7(f), (c) waives and covenants not to assert or plead, by way of motion, as a defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and hereby agrees not to challenge such jurisdiction or venue by reason of any offsets or counterclaims in any such Proceeding, and (d) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party 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 in any other manner provided by law or in equity. The parties hereto hereby knowingly, voluntarily and intentionally waive the right any may have to a trial by jury in respect to any litigation based hereon, or arising out of, under, or in connection with this Agreement and any agreement contemplated to be executed in connection herewith, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party in connection with such agreements, in each case whether now existing or hereafter arising and whether sounding in tort or contract or otherwise. Each party hereto acknowledges that it has been informed by the transactions contemplated herebyother parties hereto that this Section 7(f) constitutes a material inducement upon which they are relying and will rely in entering into this Agreement. Any party hereto may file an original counterpart or a copy of this Section 7(f) with any court as written evidence of the consent of each such party to the waiver of its right to trial by jury. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery in New Castle County and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (ia) 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 6.08(a)courts, (iib) 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 (iiic) to the fullest extent permitted by the applicable lawLaw, any claim that (Ai) the suit, action or proceeding in such court is brought in an inconvenient forum, (Bii) the venue of such suit, action or proceeding is improper or (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Notwithstanding anything herein to the contrary, each of the parties hereby hereto agrees that service it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any processkind or description, summonswhether in Law or in equity, notice whether in contract or document in tort or otherwise, against the Financing Sources and their respective current, former or future directors, officers, general or limited partners, stockholders, members, managers, controlling persons, Affiliates, employees, agents or other representatives in any way relating to this Agreement or any of the transactions contemplated by U.S. registered mail this Agreement, including any dispute arising out of or relating in any way to the respective addresses set forth Debt Financing or the Bond Financing or the performance thereof, in Section 6.02 shall be effective service any forum other than any federal or state court located in the Borough of process for Manhattan in the City of New York. The parties further agree that any final and nonappealable judgment against any of them in any action, suit or proceeding described in connection with this Agreement Section 8.09 shall be conclusive and may be enforced in any other jurisdiction within or outside the transactions contemplated herebyUnited States by suit on judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (b) EACH OF THE PARTIES PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER OR RELATE TO THIS AGREEMENT (INCLUDING ANY SUCH ACTION THAT MAY RELATE TO THE FINANCING) IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED AND CERTIFICATIONS IN THIS SECTION 6.088.09(b). (c) Parent Holdco hereby irrevocably designates Valeant Pharmaceuticals International (in such capacity the “Process Agent”), with an office at c/o CT Corporation, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, as its designee, appointee and agent to receive, for and on their respective behalf service of process in such jurisdiction in any legal action or proceedings with respect to this Agreement or any other agreement executed in connection with this Agreement, and such service shall be deemed complete upon delivery thereof to the Process Agent; provided that, in the case of any such service upon the Process Agent, the party effecting such service shall also deliver a copy thereof to Parent Holdco. Parent Holdco shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that the Company will at all times have an agent for service of process for the above purposes in New York, New York. In the event of the transfer of all or substantially all of the assets and business of the Process Agent to any other person or entity by consolidation, merger, sale of assets or otherwise, such other person or entity shall be substituted hereunder for the Process Agent with the same effect as if named herein in place of such Process Agent. Nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable law. Parent Holdco expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York and of the United States of America.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a)5.6, (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 lawLaw, any claim that (Ax) the suit, action or proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) WITHOUT LIMITING SECTION 5.6(A), EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYTHEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.085.6(B).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and all disputes or controversies arising out of or relating to this Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State without giving effect to any the choice or conflict of law provision or rule (whether principles of the State of Delaware or any other jurisdiction) such state that would cause require or permit the application of the laws Laws of any jurisdiction other than the State of Delaware. In addition, each another jurisdiction. (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement Transactions 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 Agreement, (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 6.08(a)9.6, (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 lawLaw, any claim that (Ax) the suit, action or proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Notwithstanding the foregoing, each of the parties hereby agrees that service of a judgment, decree or award rendered by any process, summons, notice such court in Delaware may be enforced in other jurisdictions by suit on the judgment or document in any other many provided by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyLaw. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, INCLUDING ANY CLAIM, CAUSE OF ACTION OR LEGAL PROCEEDING) ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, THE TRANSACTIONS, THE FINANCING OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH ACTIONS OF ANY PARTY MAKES THIS WAIVER VOLUNTARILY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO ENFORCEMENT OF THIS AGREEMENT BY, AMONG OTHER THINGS, AND THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08TRANSACTIONS.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other Legal Proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), any of the Contemplated Transactions or the legal relationship of the Parties with respect to the Contemplated Transactions (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by by, and construed and interpreted in accordance with with, the laws of the State of Delaware, without giving effect regardless of the choice of laws principles of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any choice action between any of the Parties arising out of or conflict relating to this Agreement, any of law provision the Contemplated Transactions or rule the legal relationship of the Parties with respect to the Contemplated Transactions (whether at law or in equity, whether in contract or in tort or otherwise), each of the Parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In additionin and for New Castle County, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if unless the Delaware Court of Chancery declines to accept federal courts have exclusive jurisdiction over a particular the matter, any state or federal court within in which case the State United States District Court for the District of Delaware). Each of the parties hereto hereby irrevocably submits with regard ; (ii) agrees that it will not attempt to any deny or defeat such action jurisdiction by motion or proceeding other request for itself leave from such court; and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (iii) agrees that it will not bring any such action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each Court of Chancery of the parties hereto hereby irrevocably waivesState of Delaware in and for New Castle County, and agrees not to assert as a defense, counterclaim or otherwiseDelaware (unless the federal courts have exclusive jurisdiction over the matter, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to which case the jurisdiction United States District Court for the District of the above named courts for any reason other than the failure to serve in accordance with this Section 6.08(aDelaware), (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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service Service of any process, summons, notice or document by U.S. registered mail to any Party’s address and in the respective addresses manner set forth in Section 6.02 8.6 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebysuch action. (b) EACH OF THE PARTIES TO PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER BODY OF LAW, TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES THIS SUCH WAIVER VOLUNTARILY VOLUNTARILY; AND SUCH PARTY (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED AND CERTIFICATIONS IN THIS SECTION 6.088.4.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all Actions (whether at law or in equity, whether in contract or tort, statute or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof or thereof (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) or the transactions contemplated hereby, shall be governed by and construed and enforced in accordance with the laws law of the State of Delaware, without giving effect regard to any the choice or conflict of law provision or rule conflicts of law principles thereof. 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 Delaware. (whether b) Each of the Parties 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 such court shall not have jurisdiction, any federal court of the United States of America sitting in Delaware, and any appellate court from any appeal thereof, in any Action arising out of or relating to this Agreement 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 heard and determined in the Court of Chancery of the State of Delaware or, to the extent permitted by Law, in such federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action in the Court of Chancery of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or such federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably (iv) waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (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 6.08(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 Law, the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in defense of an inconvenient forum, (B) forum to the venue maintenance of such suit, action Action in the Court of Chancery of the State of Delaware or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsfederal court. Each of the parties hereby Parties agrees that service of a final judgment in any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 such Action shall be effective conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to service of process in the manner provided for any suit or proceeding notices in connection with Article XVIII. Nothing in this Agreement or will affect the transactions contemplated herebyright of any party to this Agreement to serve process in any other manner permitted by Law. (bc) EACH OF THE PARTIES TO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES THIS WAIVER SUCH WAIVERS VOLUNTARILY AND SUCH PARTY (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED AND CERTIFICATIONS IN THIS SECTION 6.0819.10.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within such State, without regard to conflicts of law principles that would refer a matter to another jurisdiction. (b) Each of the Parties hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction of any Delaware State court or Federal court of the United States of America sitting in the State of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating 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 for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by Applicable Law, in such Federal court, (ii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement 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) in any Delaware State court or in any such Federal court, (iii) waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any 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 manner provided by Applicable Law. Each of the Parties agrees that service of process, summons, notice or document by registered mail addressed to it at the applicable address set forth below shall be effective service of process for any suit, action or proceeding brought in any such court. (c) EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. Each of the Parties (i) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other hereto have been induced to enter into this Agreement and the consummation of the Transactions, by, among other things, the mutual waivers and certifications in this Section 9.5. (d) Notwithstanding anything in Sections 9.5(a) or 9.5(b) to the contrary, each of the Parties (a) agrees that it will not bring or support (and it will not support any of its Affiliates in bringing or supporting) any claim, suit, action or other proceeding (whether at law, in equity, in contract, in tort or otherwise) against or involving any Debt Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Commitment Letter, the Debt Financing or the performance thereof, in any forum other than any New York State court or the United States District Court for the Southern District of New York (and appellate courts thereof), (b) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (c) waives and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court, (d) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and (e) agrees that any action arising out of or related to the Debt Commitment Letter or the transactions contemplated hereby or thereby that involves any Debt Financing Source will be governed by, construed and interpreted in accordance with the laws of the State of Delaware, New York without giving effect to any choice of law or conflict of law provision rules or rule provisions (whether of the State of Delaware New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)New York. Each of the parties hereto hereby irrevocably submits Parties agrees that the mailing of process or other papers in connection with regard to any such action or proceeding for itself in the manner provided in Section 9.7 (or in such other manner as may be permitted by Applicable Law) shall be valid and in respect of its property, generally sufficient service thereof and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto Parties hereby irrevocably waives, and agrees not waive any objections to assert as service accomplished in the manner provided herein. The Parties hereby irrevocably waive all right to a defense, counterclaim or otherwise, trial by jury in any action or other proceeding with respect to this Agreement, (i) against or involving any claim that it is not personally subject to the jurisdiction Debt Financing Source arising out of the above named courts for any reason other than the failure to serve in accordance with this Section 6.08(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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyDebt Financing. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and all claims, actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, any of the transactions contemplated by this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement hereof and thereof, shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, Delaware (without giving effect to any choice or conflict of law provision or rule principles thereof). (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto (i) irrevocably agrees that any legal action or proceeding with respect consents to this Agreement and submit itself to the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if unless the Delaware Court of Chancery declines shall decline to accept jurisdiction over a particular matter, in which case any Delaware state or federal court within the State of Delaware)) (such courts, collectively, the “Delaware Courts”) in the event any dispute, claim or cause of action arises out of or relates to this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Delaware Court and (iii) agrees that it will not bring any claim or action arising out of or relating to this Agreement or the transactions contemplated by this Agreement in any court other than a Delaware Court. Each of the parties hereto hereby irrevocably submits with regard and unconditionally consents to service of process in the manner provided for notices in Section 9.02. Nothing in this Agreement will affect the right of any such action or proceeding for itself and party to this Agreement to serve process in respect any other manner permitted by Law. No party hereto, nor any of its propertyAffiliates, generally and unconditionallywill bring, to or support the personal jurisdiction of the aforesaid courts and agrees that it will not bring bringing of, any action claim, whether at law or in 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 by this Agreement Agreement, including any dispute arising out of or relating in any court way to the Commitment Letter or the performance thereof, anywhere 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 Agreement, (i) any claim that it is not personally subject to New York State court sitting in the jurisdiction County of the above named courts for any reason other than the failure to serve in accordance with this Section 6.08(a), New York or (ii) any claim that it or its property is exempt or immune from the jurisdiction United States District Court for the Southern District 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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyNew York. (bc) EACH OF THE PARTIES TO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY CONTROVERSY INVOLVING ANY REPRESENTATIVE OF PARENT OR THE COMPANY UNDER THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY VOLUNTARILY, AND SUCH (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED AND CERTIFICATIONS IN THIS SECTION 6.089.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect Delaware applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a)5.6, (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 (Ax) the suit, action or proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that hereto irrevocably consents to the service of the summons and complaint and any process, summons, notice other process in any action or document by U.S. registered mail proceeding relating to the respective transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party at the addresses set forth in Section 6.02 5.5. Nothing in this Section 5.6 shall be effective service affect the right of any party to serve legal process for in any suit or proceeding in connection with this Agreement or the transactions contemplated herebyother manner permitted by applicable law. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BYOR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, AMONG OTHER THINGSADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of DelawareNew York. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware United States District Court for the Southern District of Chancery New York and any state appellate court therefrom within the State of Delaware New York (or, solely if the Delaware United States District Court for the Southern District of Chancery New York declines to accept jurisdiction over a particular matter, any state or federal court within the State of DelawareNew York). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether Laws of the State of Delaware or any other jurisdiction) applicable to Contracts executed in and to be performed entirely within that would cause the application State, regardless of the laws Law that might otherwise govern under applicable principles of any jurisdiction other than the State conflicts of DelawareLaw thereof. In addition, each Each of the parties Parties hereto irrevocably agrees that any legal action or proceeding Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties Parties hereto hereby consents to service of process being made upon it through the notice procedures set forth in Section 9.9, irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement hereby in any court other than the aforesaid courts. Each of the parties Parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (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 6.08(a)9.7, (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 lawLaw, any claim that (A) the suit, action or proceeding Proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding Proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the parties hereby State of Delaware and of the United States of America; provided, however, that each such Party’s consent to jurisdiction and service contained in this Section 9.7(a) is solely for the purposes referred to in this Section 9.7(a) and shall not be deemed to be a general submission to such courts or in the State of Delaware other than for such purpose. (b) Notwithstanding anything herein to the contrary, each Related Party (a) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, the Merger 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 transactions contemplated thereby, in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (b) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (c) agrees that service of any process, summons, notice or document by U.S. registered mail addressed to the respective addresses set forth it at its address provided in Section 6.02 9.9 shall be effective service of process against it for any such action brought in any such court, (d) waives and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (e) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding in connection with any other manner provided by law. (c) Notwithstanding anything herein to the contrary, the Related Parties agree that any claim, controversy or dispute any kind or nature (whether based upon contract, tort or otherwise) involving a Debt Financing Source that is in any way related to this Agreement Agreement, the Merger or any of the transactions contemplated herebyby this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Financing shall be governed by, and construed in accordance with, the Laws of the State of New York without regard to conflict of law principles (other than sections 5 1401 and 5-1402 of the New York General Obligations Law). (bd) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY RELATED PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY. EACH , THE ACTIONS OF ANY PARTY MAKES THIS WAIVER VOLUNTARILY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO ENFORCEMENT OF THIS AGREEMENT BYAND THE TRANSACTIONS CONTEMPLATED HEREBY OR ARISING OUT OF OR RELATING TO THE DEBT FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, AMONG OTHER THINGSINCLUDING IN ANY ACTION, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08PROCEEDING OR COUNTERCLAIM AGAINST ANY FINANCING SOURCE.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall 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 or as an inducement to enter into this Agreement) will be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether Laws of the State of Delaware or any other jurisdictionapplicable to Contracts executed in and to be performed entirely within that State. (b) that would cause the application By execution and delivery of the laws of any jurisdiction other than the State of Delaware. In additionthis Agreement, each of the parties hereto Party irrevocably agrees that any legal action or proceeding Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party Party hereto or its successors or assigns, shall will be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto Parties hereby irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement Transactions in any court other than the aforesaid courts. Each of the parties hereto Parties hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (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 6.08(a)9.8, (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 lawLaw, any claim that (Ax) the suit, action or proceeding Proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding Proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (bc) EACH OF THE PARTIES TO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES THIS WAIVER VOLUNTARILY SUCH WAIVERS VOLUNTARILY, AND SUCH PARTY (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED AND CERTIFICATIONS IN THIS SECTION 6.089.8(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware); provided, however, each of the parties hereto irrevocably consents and agrees that any legal action or proceeding arising out of or in connection with any debt financing in connection with the Merger shall be brought only in the Supreme Court of the State of New York, County of New York, Borough of Manhattan, or, if under applicable Laws exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a)9.8, (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 lawLaw, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (bc) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BYOR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, AMONG OTHER THINGSADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby consents to service being made through the notice procedures set forth in Section 9.9, irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement 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 Agreement, (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 6.08(a)9.8, (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 lawLaws, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the parties hereby agrees State of Delaware and of the United States of America; provided, however, that each such party’s consent to jurisdiction and service contained in this Section 9.8(b)is solely for the purpose referred to in this Section 9.8(b)and shall not be deemed to be a general submission to such courts or in the State of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process Delaware other than for any suit or proceeding in connection with this Agreement or the transactions contemplated herebysuch purpose. (bc) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BYOR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, AMONG OTHER THINGSADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement together with the Support Agreements shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any 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 Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for hereto, on behalf of itself and in respect of its propertyrespective Affiliates, generally and unconditionally, (i) consents to submit itself to the personal jurisdiction of the aforesaid Delaware Court of Chancery or the other courts and agrees that it will not bring of the State of Delaware, in each case in connection with any action dispute arising out of, in connection with, in respect of, or in any way relating to (A) the negotiation, execution and performance of this Agreement and the Transactions, (B) the interpretation and enforcement of the provisions of this Agreement and any agreements entered into in connection herewith, or (C) any actions of or omissions of any party in any way connected with, related to or giving rise to any of the transactions contemplated by this Agreement in any court other than foregoing matters (clauses (A)-(C) collectively, the aforesaid courts. Each of the parties hereto “Covered Matters”), (ii) hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, defense in any action Action with regard to or proceeding involving a Covered Matter that such Action may not be brought or is not maintainable in said courts or that venue thereof may not be appropriate or that this Agreement or any agreement entered into in connection herewith may not be enforced in any such court, (iii) irrevocably agree that all claims with respect to any such Action shall be heard and determined exclusively by such courts, (iv) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (v) consents to and grants to any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agrees that the mailing of process or other papers in connection with such Action in the manner specified in Section 8.8 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof and (vi) agrees that it will not bring any Action relating to any Covered Matter in any court other than any such court. Each of the parties, on behalf of itself and each of its Affiliates, irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of this AgreementAgreement or the Transactions in Delaware Court of Chancery or other courts of the State of Delaware, as applicable pursuant to clause (i) any above, and hereby further irrevocably and unconditionally waives and agrees not to plead or 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 6.08(a), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from that any legal process commenced such Action brought 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 (A) the suit, action or proceeding in such court is has been brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (bc) EACH OF THE PARTIES TO THIS AGREEMENT HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT RIGHTS TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08COVERED MATTERS.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the substantive laws of any 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 Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Each party hereto or its successors or assigns, shall be brought and determined exclusively in submits to the Delaware Court jurisdiction of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within sitting in the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 arising out of or relating to this Agreement, (i) any claim Agreement and agrees that it is not personally subject to the jurisdiction all claims in respect of the above named courts for any reason other than the failure to serve in accordance with this Section 6.08(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 (A) the suit, action or proceeding may be heard and determined in any such court is brought in an inconvenient forum, (B) the venue of such suit, court. Each party also agrees not to bring any action or proceeding is improper arising out of or (C) relating to this AgreementAgreement in any other court. Each party hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives 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 subject matter hereofprocess to the party to be served at the address and in the manner provided for the giving of notices in Section 9 above. Nothing in this Section 13, 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 not be enforced by suit on the judgment or in any other manner provided by law or by such courtsat equity. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONSUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR COUNTERCLAIM ARISING OUT AGAINST SUCH PARTY IN RESPECT OF ITS, HIS OR RELATING TO THIS AGREEMENT HER OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether . Each of the State of Delaware or any other jurisdiction) that would cause Parties hereby irrevocably and unconditionally consents to submit to the application exclusive jurisdiction of the laws of any 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 Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (or, solely if the Delaware Chancery Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees determines that it will does not bring have subject matter jurisdiction, in any action other appropriate Delaware State or Federal court), for any litigation arising out of or relating to this Agreement or any of and the other transactions contemplated by this Agreement 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, commence any litigation relating thereto except in any action or proceeding with respect to this Agreement, (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 6.08(asuch courts), (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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby further agrees that service of any process, summons, notice or document by U.S. registered mail to the its respective addresses address set forth in Section 6.02 11.04 shall be effective service of process for any suit or proceeding litigation brought against it in connection with any such court. Each of the Parties hereby irrevocably and unconditionally waives any objection to the laying of venue of any litigation arising out of this Agreement or the other transactions contemplated herebyhereby in such courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONTo the fullest extent permitted by Law, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYthe Parties hereby waive their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement or any dealings between them relating to the subject matter of this transaction. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYThe Parties also waive any bond or surety or security upon such bond which might, AMONG OTHER THINGSbut for this waiver, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08be required of any of the other parties. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement, including contract claims, tort claims, breach of duty claims, and all other common Law and statutory claims. The Parties acknowledge that this waiver is a material inducement to enter into a business relationship, that each has already relied on the waiver in entering into this Agreement and that each will continue to rely on the waiver in their related future dealings. The Parties further warrant and represent that each has reviewed this waiver with its or his, as the case may be, legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. This waiver is irrevocable, meaning that it may not be modified either orally or in writing, and the waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this Agreement or to any other documents or agreements relating to the transactions contemplated hereby. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect Delaware applicable to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) contracts executed in and to be performed in that would cause the application of the laws of any 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 Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)State. Each of the parties hereto hereby irrevocably submits with regard (i) consents to any such action or proceeding for submit itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of any Delaware state court located in the aforesaid courts and city of Wilmington if any dispute arises under this Agreement, the ancillary agreements or any transaction contemplated hereby or thereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action action, suit or proceeding relating to this Agreement Agreement, the ancillary agreements or any of the transactions transaction contemplated by this Agreement hereby or thereby in any court other than any such court, (iv) waives any right to trial by jury with respect to any action; suit or proceeding related to or arising out of this Agreement, the aforesaid courts. Each ancillary agreements or any transaction contemplated hereby or thereby, (v) waives any objection to the laying of venue of any action, suit or proceeding arising out this Agreement, the parties hereto ancillary agreements or any transaction contemplated hereby irrevocably waivesor thereby in any such court, (vi) waives and agrees not to assert as a defenseplead or claim that any such action, counterclaim or otherwise, in any action suit or proceeding with respect to this Agreement, (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 brought in accordance with this Section 6.08(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 (A) the suit, action or proceeding in such court is has been brought in an inconvenient forum, forum and (Bvii) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of a final judgment in any processsuch action, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement any such court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or the transactions contemplated herebyin any other manner provided by applicable law. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, applicable to Contracts executed in and to be performed entirely within that State, without giving effect to any choice or conflict of law provision laws provisions or rule (whether of the State of Delaware or any other jurisdiction) rules that would cause the application of the laws of any jurisdiction other than the State of Delaware. In additionjurisdiction. (b) Subject to Section 8.8, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action Action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action Action relating to this Agreement or any of the transactions contemplated by this Agreement 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 Action or proceeding with respect to this Agreement, (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 6.08(a)8.7, (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 lawLaw, any claim that (Ax) the suit, action Action or proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action Action or proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Process in any such suit, Action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the parties hereby foregoing, each party agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth process on such party as provided in Section 6.02 8.4 shall be deemed effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyon such party. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BYOR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, AMONG OTHER THINGSADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and any claim, action or proceeding (whether at law, in contract or in tort) that may directly or indirectly be based upon, relate to or arise out of this Agreement or any transaction contemplated hereby, or the negotiation, execution or performance hereunder shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware, without giving effect regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws Laws of any 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 Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably i) expressly submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction and venue of the aforesaid courts and agrees Chosen Courts, in the event any dispute between the parties to this Agreement (whether in contract, tort or otherwise) that it will not bring any action relating may directly or indirectly be based upon, relate to or arise out of this Agreement or any transaction contemplated hereby, or the negotiation, execution or performance hereunder, (ii) expressly waives any claim of the transactions contemplated by lack of personal jurisdiction or improper venue and any claims that such courts are an inconvenient forum with respect to such a claim, and (iii) agrees that it shall not bring any claim, action or proceeding against any other parties to this Agreement that many directly or indirectly be based upon, relate to or arise out of this Agreement or any transaction contemplated hereby, or the negotiation, execution or performance hereunder in any court other than the aforesaid courtsChosen Courts. Each party to this Agreement hereby irrevocably consents to the service of process of any of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, Chosen Courts in any action or proceeding with respect to this Agreement, (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 6.08(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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper by the mailing of copies thereof by registered or (C) this Agreement, or the subject matter hereof, may not be enforced in certified mail or by such courts. Each of the parties hereby agrees that service of any processovernight courier service, summonspostage prepaid, notice or document by U.S. registered mail to the respective addresses its address set forth in Section 6.02 shall be 13, such service to become effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyten (10) days after such mailing. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed interpreted and enforced in accordance with the laws of the State of DelawareNew York as applied to contracts made and fully performed in such state, without giving effect except insofar as the DGCL shall be mandatorily applicable to any choice or conflict the Merger and the rights of law provision or rule (whether the stockholders of the Parties in connection therewith. Each of the Parties irrevocably submits to the non-exclusive jurisdiction of the courts of the State of Delaware or any other jurisdiction) that would cause New York, for the application of the laws purpose of any jurisdiction other than the State Action arising out of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)Agreement. Each of the parties hereto Parties consents to service of process by delivery pursuant to Section 10.3 hereof and agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirements. (b) Each of the Parties hereby irrevocably submits waives, to the fullest extent permitted by applicable Legal Requirements, any right to trial of any claim, demand, action, or cause of action (i) arising under this Agreement or (ii) in any way connected with regard or related or incidental to any such action or proceeding for itself and the dealings of the Parties 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 Agreement or any of the transactions contemplated by this Agreement Contemplated Transactions, in any court other than the aforesaid courtseach case whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. Each of the parties hereto Parties hereby irrevocably waivesagrees and consents that any such claim, demand, action, cause of action shall be decided by court trial without a jury and agrees not to assert that the Parties may file an original counterpart of a copy of this Agreement with any court as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject written evidence of the consent of the Parties to the jurisdiction waiver of the above named courts for any reason other than the failure their right to serve in accordance with this Section 6.08(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 trial by the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyjury. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a)9.8, (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 lawLaw, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (bc) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BYOR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, AMONG OTHER THINGSADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws Laws of the State of DelawareArizona, applicable to contracts executed in and to be performed entirely within that state, without giving effect to any choice or conflict conflicts of law provision or rule (whether principles that would result in the application of any applicable Law other than the Law of the State of Delaware or any other jurisdictionArizona. (b) that would cause the application Each of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto Parties irrevocably agrees that any legal action or proceeding Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto Parties or its their successors or assigns, shall be brought and determined exclusively in the Delaware United States District Court for the District of Chancery and any state appellate court therefrom within the State of Delaware (Arizona or, solely if such court lacks jurisdiction, the Delaware Court state district court of Chancery declines to accept jurisdiction over a particular matterMaricopa County, any state or federal court within the State of Delaware)Arizona. Each of the parties hereto Parties hereby irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect of its or property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto Parties hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve in accordance with this Section 6.08(a)6.5, (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 court (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 lawLaw, any claim that (Ax) the suit, action or proceeding Proceeding in such court is brought in an inconvenient forum, (By) the venue of such suit, action or proceeding Proceeding is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH HEREBY OR THE ACTIONS OF ANY PARTY MAKES THIS WAIVER VOLUNTARILY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO ENFORCEMENT OF THIS AGREEMENT BY, AMONG OTHER THINGS, AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without giving effect regard to any choice or conflict principles of law provision or rule (whether conflicts of the State of Delaware or any other jurisdiction) laws that would cause result in the application of the laws Law of any jurisdiction other than the State of Delawarea different State. In addition, each Each of the parties hereto Parties irrevocably agrees that any legal action or proceeding Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby Parties consents to service of process being made upon it through the notice procedures set forth in Section 9.9, irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement hereby in any court other than the aforesaid courts. Each of the parties hereto hereby Parties irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (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 process in accordance with this Section 6.08(a)9.7, (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 lawLaw, any claim that (A) the suit, action or proceeding Proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding Proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the parties hereby agrees State of Delaware and of the United States of America; provided, however, that each such Party’s consent to jurisdiction and service contained in this Section 9.7(a) is solely for the purposes referred to in this Section 9.7(a) and shall not be deemed to be a general submission to such courts or in the State of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process Delaware other than for any suit or proceeding in connection with this Agreement or the transactions contemplated herebysuch purposes. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH HEREBY OR THE ACTIONS OF ANY PARTY MAKES THIS WAIVER VOLUNTARILY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO ENFORCEMENT OF THIS AGREEMENT BY, AMONG OTHER THINGS, AND THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.TRANSACTIONS

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(a7.08(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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 7.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08Section 7.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Except to the extent that the laws of the jurisdiction of organization of any party hereto, or any other jurisdiction, are mandatorily applicable to the Merger or to matters arising under or in connection with this Agreement, this Agreement and all disputes and controversies arising hereunder or related hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect regard to its rules of conflicts of laws that would apply any choice or conflict of law provision or rule other law. (whether b) Each of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto Parties or its their successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto Parties hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (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 6.08(a)8.7, (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 lawLaw, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties solely for such purpose and over the parties hereby agrees that service subject matter of any processsuch dispute and, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service fullest extent permitted by Law, agree that mailing of process for or other papers in connection with any suit such action or proceeding in connection with this Agreement the manner provided in Section 8.9 or the transactions contemplated herebyin such other manner as may be permitted by applicable Laws shall be valid and sufficient service thereof. (bc) EACH OF THE PARTIES TO THIS AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH HEREBY OR THE ACTIONS OF ANY PARTY MAKES THIS WAIVER VOLUNTARILY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO ENFORCEMENT OF THIS AGREEMENT BY, AMONG OTHER THINGS, AND THE MUTUAL WAIVERS CONTAINED IN TRANSACTIONS CONTEMPLATED BY THIS SECTION 6.08AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, the CSRs and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws law of any jurisdiction other than the State of Delaware. In addition, each . (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect and unconditionally submits to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Chancery Court of Chancery the State of Delaware declines to accept jurisdiction over a particular matterjurisdiction, any state or federal court within the State of DelawareNew York, New York County). Each , for the purposes of any Proceeding, claim, demand, action or cause of action (a) arising under this Agreement or (b) in any way connected with or related or incidental to the dealings of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement hereby or any of the transactions contemplated thereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court other than the aforesaid courtsthat any such Proceeding has been brought in an inconvenient forum. Each of the parties hereto party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any Proceeding claim, demand, action or proceeding cause of action against such party (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the parties in respect to of this AgreementAgreement or any of the transactions contemplated hereby, (iA) any claim that it such party is not personally subject to the jurisdiction of the above named courts as described in this Section 5.4(b) for any reason other than the failure to serve in accordance with this Section 6.08(a)reason, (iiB) any claim that it such party or its such party’s 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 (iiiC) to the fullest extent permitted by the applicable law, any claim that (Ax) the suitProceeding, claim, demand, action or proceeding cause of action in any such court is brought against such party in an inconvenient forum, (By) the venue of such suitProceeding, claim, demand, action or proceeding cause of action against such party is improper or (Cz) this Agreement, or the subject matter hereof, may not be enforced against such party in or by such courts. Each of the parties hereby party agrees that service of any process, summons, notice or document by U.S. registered mail to the such party’s respective addresses address set forth in Section 6.02 5.1 shall be effective service of process for any suit such Proceeding, claim, demand, action or proceeding in connection with this Agreement or the transactions contemplated herebycause of action. (bc) EACH OF THE PARTIES TO THIS AGREEMENT AND ANY THIRD PARTY BENEFICIARY HEREOF BRINGING A CLAIM HEREUNDER HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN OF ANY PROCEEDING, CLAIM, DEMAND, ACTION, PROCEEDING OR COUNTERCLAIM CAUSE OF ACTION (I) ARISING OUT OF OR RELATING TO UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYRELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH PROCEEDING, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 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 THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED AND CERTIFICATIONS IN THIS SECTION 6.085.4(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all Actions (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, the other Transaction Documents, the Reorganization Documents or the transactions contemplated hereby or thereby or the negotiation, execution or performance hereof or thereof (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 accordance with the Law of the State of Delaware, without regard to the choice of Law or conflicts of Law principles thereof. 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 Delaware. Notwithstanding the foregoing, the subjection and issuance of the Share Consideration and delivery thereof to Seller pursuant to this Agreement shall be governed by and construed in accordance with the laws Laws of the Commonwealth of Australia and of the State of New South Wales. (b) Each of the Parties 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 such court shall not have jurisdiction, any state or federal court sitting in Delaware, without giving effect and any appellate court from any appeal thereof, in any Action arising out of or relating to this Agreement, the other Transaction Documents, the Reorganization Documents or the transactions contemplated hereby or thereby or the negotiation, execution or performance hereof or thereof (including any claim or cause of action based upon, arising out of or related to any choice representation or conflict warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) or for recognition or enforcement of law provision or rule any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (whether 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 heard and determined in the Court of Chancery of the State of Delaware or any other jurisdictionstate or federal court sitting in Delaware, to the extent permitted by Law, (iii) that would cause waives, to the application fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of the laws venue of any 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 Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively such Action in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, or any state or federal court within the State of sitting in Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself , and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably (iv) waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (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 6.08(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 Law, the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in defense of an inconvenient forum, (B) forum to the venue maintenance of such suit, action Action in the Court of Chancery of the State of Delaware or proceeding is improper any state or (C) this Agreement, or the subject matter hereof, may not be enforced federal court sitting in or by such courtsDelaware. Each of the parties hereby Parties agrees that service of a final judgment in any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 such Action shall be effective conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to service of process in the manner provided for any suit or proceeding with respect to notices in connection with Section 10.02. Nothing in this Agreement or will affect the transactions contemplated herebyright of any party to this Agreement to serve process in any other manner permitted by Law. (bc) EACH OF THE PARTIES TO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING ACTION DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE REORGANIZATION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF OR THEREOF (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). EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES THIS WAIVER VOLUNTARILY SUCH WAIVERS VOLUNTARILY, AND SUCH PARTY (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED AND CERTIFICATIONS IN THIS SECTION 6.0810.05(c). (d) Notwithstanding anything herein to the contrary, each Party agrees (i) that any action of any kind or nature, whether at Law or equity, in contract, in tort or otherwise, against a Financing Source in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby shall be brought exclusively in any New York state or federal court and each Party submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (ii) that service of process, summons, notice or document by registered mail addressed to it at its address provided in shall be effective service of process against it for any such action brought in any such court, (iii) to waive and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such Action in any such court, (iv) that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law, (v) that any such Action shall be governed by, constructed in accordance with and enforced under the Laws of the State of New York, and (vi) to irrevocably waive and hereby waives any right to a trial by jury in any such action to the same extent such rights are waived pursuant to Section 10.05(c). Each of the Seller and its Affiliates (in each case on behalf of itself and any of its directors, officers, employees, agents and representatives) hereby (i) waives any rights or claims against any Financing Source in connection with this Agreement, any Debt Financing or in respect of any other document or theory of law or equity (whether in tort, contract or otherwise) or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, and each of the Seller and its Affiliates (in each case on behalf of itself and any of its directors, officers, employees, agents and representatives) agrees not to commence any action or proceeding against any Financing Source in connection with this Agreement, any Debt Financing or in respect of any other document or theory of law or equity in connection herewith or therewith and (ii) agrees to cause any such action or proceeding asserted by the Seller and/or its Affiliates (in each case on behalf of itself and any of its directors, officers, employees, agents and representatives) in connection with this Agreement, any Debt Financing or in respect of any other document or theory of law or equity in connection herewith or therewith against any Debt Financing Source to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Financing Source shall have any liability for any claims or damages to the Seller, its Affiliates or any of their respective directors, officers, employees, agents and representatives in connection with this Agreement, any Debt Financing or the transactions.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareNew York, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of DelawareNew York. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Supreme Court of Chancery and any state appellate court therefrom within the State of Delaware (orNew York, solely if County of New York or the Delaware United States Federal District Court sitting for the Southern District of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)New York. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 Agreement, (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 6.08(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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, Delaware without giving effect to any conflicts of laws or choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause compel the application of the substantive laws of any 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 Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Each party hereto or its successors or assigns, shall be brought and determined exclusively in submits to the Delaware Court jurisdiction of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within sitting in the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the 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 arising out of or relating to this Agreement, (i) any claim Agreement and agrees that it is not personally subject to the jurisdiction all claims in respect of the above named courts for any reason other than the failure to serve in accordance with this Section 6.08(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 (A) the suit, action or proceeding may be heard and determined in any such court is brought in an inconvenient forum, (B) the venue of such suit, court. Each party also agrees not to bring any action or proceeding is improper arising out of or (C) relating to this AgreementAgreement in any other court. Each party hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives 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 subject matter hereofprocess to the party to be served at the address and in the manner provided for the giving of notices in Section 10(i) above. Nothing in this Section 10(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 not be enforced by suit on the judgment or in any other manner provided by law or by such courtsat equity. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONSUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR COUNTERCLAIM ARISING OUT AGAINST SUCH PARTY IN RESPECT OF ITS OR RELATING TO THIS AGREEMENT HIS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule (whether contracts executed in and to be performed entirely within that State, regardless of the State Law that might otherwise govern under applicable principles of Delaware or any other jurisdiction) that would cause the application conflicts of the laws of any jurisdiction other than the State of DelawareLaw thereof. In addition, each Each of the parties hereto irrevocably agrees that any legal action or proceeding Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby consents to service of process being made upon it through the notice procedures set forth in Section 8.8, irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement hereby 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 Proceeding with respect to this Agreement, (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 6.08(a)8.7, (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 lawLaw, any claim that (A) the suit, action or proceeding Proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding Proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the parties hereby agrees State of Delaware and of the United States of America; provided, however, that each such party’s consent to jurisdiction and service contained in this Section 8.7(a) is solely for the purposes referred to in this Section 8.7(a) and shall not be deemed to be a general submission to such courts or in the State of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process Delaware other than for any suit or proceeding in connection with this Agreement or the transactions contemplated herebysuch purposes. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH HEREBY OR THE ACTIONS OF ANY PARTY MAKES THIS WAIVER VOLUNTARILY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO ENFORCEMENT OF THIS AGREEMENT BY, AMONG OTHER THINGS, AND THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any 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 Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for hereto, on behalf of itself and in respect of its propertyrespective Affiliates, generally and unconditionally, (i) consents to submit itself to the personal jurisdiction of the aforesaid Delaware Court of Chancery or the other courts and agrees that it will not bring of the State of Delaware, in each case in connection with any action dispute arising out of, in connection with, in respect of, or in any way relating to (A) the negotiation, execution and performance of this Agreement and the Transactions, (B) the interpretation and enforcement of the provisions of this Agreement and any agreements entered into in connection herewith, or (C) any actions of or omissions of any party in any way connected with, related to or giving rise to any of the transactions contemplated by this Agreement in any court other than foregoing matters (clauses (A)-(C) collectively, the aforesaid courts. Each of the parties hereto “Covered Matters”), (ii) hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, defense in any action Action with regard to or proceeding with respect to this Agreement, (i) any claim involving a Covered Matter that it such Action may not be brought or is not personally subject to the jurisdiction of the above named maintainable in said courts for or that venue thereof may not be appropriate or that this Agreement or any reason other than the failure to serve agreement entered into in accordance with this Section 6.08(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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, connection herewith may not be enforced in or any such court, (iii) irrevocably agree that all claims with respect to any such Action shall be heard and determined exclusively by such courts, (iv) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (v) consents to and grants to any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agrees that the mailing of process or other papers in connection with such Action in the manner specified in Section 8.9 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof and (vi) agrees that it will not bring any Action relating to any Covered Matter in any court other than any such court. Each of the parties hereby agrees that service parties, on behalf of itself and each of its Affiliates, irrevocably and unconditionally waives any objection to the laying of venue of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service Action arising out of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.Transactions in Delaware Court of Chancery or other courts of the (bc) EACH OF THE PARTIES TO THIS AGREEMENT HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT RIGHTS TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08COVERED MATTERS.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without giving effect applicable to any choice or conflict of law provision or rule contracts executed in and to be performed entirely within that State. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any 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 Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for hereto, on behalf of itself and in respect of its propertyrespective Affiliates, generally and unconditionally, (i) consents to submit itself to the personal jurisdiction of the aforesaid Delaware Court of Chancery or the other courts and agrees that it will not bring of the State of Delaware, in each case in connection with any action dispute arising out of, in connection with, in respect of, or in any way relating to (A) the negotiation, execution and performance of this Agreement and the Transactions, (B) the interpretation and enforcement of the provisions of this Agreement and any agreements entered into in connection herewith, or (C) any actions of or omissions of any party in any way connected with, related to or giving rise to any of the transactions contemplated by this Agreement in any court other than foregoing matters (clauses (A)-(C) collectively, the aforesaid courts. Each of the parties hereto “Covered Matters”), (ii) hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, defense in any action Action with regard to or proceeding involving a Covered Matter that such Action may not be brought or is not maintainable in said courts or that venue thereof may not be appropriate or that this Agreement or any agreement entered into in connection herewith may not be enforced in any such court, (iii) irrevocably agree that all claims with respect to any such Action shall be heard and determined exclusively by such courts, (iv) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (v) consents to and grants to any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agrees that the mailing of process or other papers in connection with such Action in the manner specified in Section 8.9 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof and (vi) agrees that it will not bring any Action relating to any Covered Matter in any court other than any such court. Each of the parties, on behalf of itself and each of its Affiliates, irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of this AgreementAgreement or the Transactions in Delaware Court of Chancery or other courts of the State of Delaware, as applicable pursuant to clause (i) any above, and hereby further irrevocably and unconditionally waives and agrees not to plead or 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 6.08(a), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from that any legal process commenced such Action brought 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 (A) the suit, action or proceeding in such court is has been brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (bc) EACH OF THE PARTIES TO THIS AGREEMENT HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT RIGHTS TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08COVERED MATTERS.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This a. Except to the extent superseded by the Bankruptcy Code, this Agreement shall be governed by construed and construed enforced in accordance with with, and the laws rights of the Parties shall be governed by, the law of the State of Delaware, without giving effect to any choice or conflict the conflicts of law provision or rule (whether principles thereof. b. Each of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto Parties irrevocably agrees that any legal action action, suit, or proceeding with respect arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other any party hereto or its successors or assigns, assigns shall be brought and determined exclusively in (a) the Bankruptcy Court, for so long as the Chapter 11 Cases are pending, and (b) otherwise, any federal or state court in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each , and each of the parties hereto Parties hereby irrevocably submits with regard to any such action or proceeding the exclusive jurisdiction of the aforesaid courts for itself and in with respect of to its property, generally and unconditionally, with regard to the personal jurisdiction any such proceeding arising out of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courtsAgreement. Each of the parties Parties agrees not to commence any proceeding relating hereto or thereto except in the courts described above, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court as described herein. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Subject to the foregoing, each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim counterclaim, or otherwise, in any action proceeding arising out of or proceeding with respect relating to this Agreement, any claim (i) any claim that it is not personally subject to the jurisdiction of the above named courts as described herein for any reason other than the failure to serve in accordance with this Section 6.08(a)reason, (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 judgment, or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or improper, (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of , or (D) that the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail Bankruptcy Court lacks constitutional authority to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated herebyenter a final judgment. (b) c. EACH OF PARTY HEREBY WAIVES, TO THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED AND CERTIFICATIONS IN THIS SECTION 6.08SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement (including any claim or controversy arising out of or relating to this Agreement) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) principles that would cause result in the application of any law other than the laws of any jurisdiction other than the State of Delaware. In additionEach party, each to the extent that it may lawfully do so, hereby consents to service of the parties hereto irrevocably agrees that any legal action or proceeding with respect process, and to this Agreement and the rights and obligations arising hereunderbe sued, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within located in the State of Delaware)Maryland, as well as to the jurisdiction of 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 or with respect to the transactions contemplated hereby, and expressly waives any and all objections it may have as to venue in any such courts. Each of the parties hereto hereby irrevocably submits with regard to any such party further agrees that a summons and complaint commencing an action or proceeding for itself in any of such courts shall be properly served and in respect of its property, generally and unconditionally, to the shall confer personal jurisdiction if served personally or by certified mail to it in accordance with Section 17 hereof or as otherwise provided under the laws of the aforesaid courts and agrees that it will not State of Maryland. Nothing in this Agreement shall affect any right any party may otherwise have to bring any an action or proceeding relating to this Agreement or against any of the transactions contemplated by this Agreement 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 Agreement, (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 6.08(a), (ii) any claim that it party or its property is exempt or immune from properties in the jurisdiction courts 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 (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsjurisdiction. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONSUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR COUNTERCLAIM ARISING OUT AGAINST SUCH PARTY IN RESPECT OF OR RELATING TO THIS AGREEMENT ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without giving effect regard to any choice or conflict principles of law provision or rule (whether conflicts of the State of Delaware or any other jurisdiction) laws that would cause result in the application of the laws Law of any jurisdiction other than the State of Delawarea different State. In addition, each Each of the parties hereto Parties irrevocably agrees that any legal action or proceeding Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby Parties consents to service of process being made upon it through the notice procedures set forth in Section 9.9, irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement hereby in any court other than the aforesaid courts. Each of the parties hereto hereby Parties irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (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 process in accordance with this Section 6.08(a)9.7, (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 lawLaw, any claim that (A) the suit, action or proceeding Proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding Proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the parties hereby agrees State of Delaware and of the United States of America; provided, however, that each such Party’s consent to jurisdiction and service contained in this Section 9.7(a) is solely for the purposes referred to in this Section 9.7(a) and shall not be deemed to be a general submission to such courts or in the State of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process Delaware other than for any suit or proceeding in connection with this Agreement or the transactions contemplated herebysuch purposes. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH HEREBY OR THE ACTIONS OF ANY PARTY MAKES THIS WAIVER VOLUNTARILY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO ENFORCEMENT OF THIS AGREEMENT BY, AMONG OTHER THINGS, AND THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08TRANSACTIONS CONTEMPLATED HEREBY.