Common use of GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM Clause in Contracts

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring any Proceeding with respect to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or any other state court of the State of Delaware, in each case, sitting in New Castle County, Delaware (collectively, together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) Waiver of Trial by Jury. THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN NEW YORK (REGARDLESS OF THE UNITED STATES OF AMERICA WITHOUT REGARD TO LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWLAWS THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES; provided, however, that the enforcement of this Agreement with respect to a particular Site as to matters relating to real property and matters mandatorily governed by local Law, shall be governed by and construed in accordance with the laws of the state in which the Site in question is located. Each party hereto Party agrees that it shall bring any Proceeding with action or proceeding in respect to of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary AgreementsAgreement, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the Southern District of Delaware New York or any other state New York State court sitting in the Borough of Manhattan, City of New York and appellate courts having jurisdiction of appeals from any of the State of Delaware, in each case, sitting in New Castle County, Delaware foregoing (collectively, together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements Agreement, (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party Party hereto, (iv) agrees that service of process upon such party . Each Party hereto irrevocably waives any and all right to trial by jury in any such action legal proceeding arising out of or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in relating to this Agreement shall affect or the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenienttransactions contemplated hereby.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) Waiver of Trial by Jury. THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring any Proceeding with action or proceeding in respect to of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or any other state court of the State of Delaware, in each case, sitting in New Castle County, Delaware (collectively, together with the appellate courts thereof, the “Chosen Courts”), Courts and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, hereto and (ivd) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 13. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for the acceptance of this Agreement, although nothing contained service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement shall affect or the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenienttransactions contemplated hereby.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. This Agreement (and any claims or cause of action arising under, out of or in connection with this Agreement, whether in contract, tort or statute) shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in such state, without giving effect to the conflict of laws principles thereof. Each of the Parties irrevocably and unconditionally agrees that, subject to the immediately following sentence of this Section 14.05, any legal action, suit or proceeding against it with respect to any matter arising under, out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought before any state or federal court of competent jurisdiction in New York County, State of New York, and by execution and delivery of this Agreement, each of the Parties: (a) THIS AGREEMENT AND ALL MATTERS ARISING FROMirrevocably submits itself to the nonexclusive jurisdiction of such court, OR RELATING TO(b) waives any objection to laying venue in any such action, THIS AGREEMENT suit or proceeding and (WHETHER IN CONTRACTc) waives any objection that such court is an inconvenient forum or does not have jurisdiction over such Party. Notwithstanding the foregoing consent to jurisdiction in either a state or federal court of competent jurisdiction in the State and County of New York, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWupon the commencement of the Chapter 11 Cases, each of the Parties hereby agrees that, if the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement. Each party hereto Party agrees that it shall bring any Proceeding with action or proceeding in respect to of any claim arising under, out of or related to in connection with this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware orAgreement, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or any other state court of the State of Delawarepossible, in each case, sitting in New Castle County, Delaware (collectively, together with the appellate courts thereof, the “Chosen Courts”)Bankruptcy Court, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements Agreement: (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, Bankruptcy Court; (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Bankruptcy Court; and (iiic) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenientParty.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE UNITED STATES CONFLICT OF AMERICA WITHOUT REGARD TO LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF CONFLICTS LAWS OF LAWANY OTHER JURISDICTION. Each party By the execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably and unconditionally agrees for itself that any action, suit, or proceeding against it shall bring any Proceeding with respect to any claim matter arising under or out of or related to in connection with this Agreement or the transactions contained for recognition or enforcement of any judgment rendered in any such action, suit, or contemplated by this Agreement and the Ancillary Agreements, exclusively proceeding may be brought in either a state or federal court of competent jurisdiction in the Court State and County of Chancery New York, Borough of Manhattan. By the execution and delivery of this Agreement, each of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or any other state court of the State of Delaware, in each case, sitting in New Castle County, Delaware (collectively, together with the appellate courts thereof, the “Chosen Courts”), Parties hereto hereby irrevocably accepts and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits itself to the exclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit, or proceeding. By executing and delivering this Agreement, each of the Chosen CourtsParties hereto irrevocably and unconditionally submits to the jurisdiction of each such court described in this Section 14.05, (ii) waives solely for purposes of any objection action, suit, or proceeding arising out of or relating to laying venue this Agreement or for the recognition or enforcement of any judgment rendered or order entered in any such action action, suit, or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenientproceeding.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring any Proceeding Litigation with respect to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in any federal court sitting in the Court City of Chancery of Wilmington in the State of Delaware sitting in New Castle County, Delaware or, to the extent such courts are not available, any Delaware State court does not have subject matter jurisdiction, sitting in the United States District Court for the District City of Delaware or any other state court of the State of Delaware, Wilmington (in each case, sitting in New Castle County, Delaware (collectively, together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any either party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (i) nothing in this Section 11.9 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each party hereto agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction. Notwithstanding the foregoing, each of the parties hereto hereby (i) agree that any claim or dispute involving any Financing Source in any way relating to this Agreement or any of the transactions contemplated hereby, including any claim or dispute arising out of or relating in any way to the Financing or the performance thereof, shall be governed by the Laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York, (ii) irrevocably and unconditionally agrees, on behalf of itself and its Affiliates, that it will not bring or support any Litigation against any Financing Source in any way relating to this Agreement or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Financing or the performance thereof, in any forum other than a court of competent jurisdiction sitting in the borough of Manhattan of the City of New York, whether a state or federal court, and that the provisions of Section 11.10 relating to the waiver of jury trial shall apply to any such action, suit or proceeding, (iii) agrees that service of process, summons, notice or document by registered mail address to it at its address provided in Section 11.1 shall be effective service of process against it for any such action brought in any such court, (iv) 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 or, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (v) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by Law.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROMThis Agreement shall be construed in accordance with the laws of the State of New York, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWwithout regard to conflict of law provisions thereof. Each party hereto agrees that it shall bring up any Proceeding with action or proceeding in respect to of any claim arising out of or related to this Agreement agreement or the transactions contained in or and contemplated by this Agreement and the Ancillary AgreementsAgreement, whether in tort or contract or at law or in equity, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the Southern District of Delaware or any other state New York or, if such court is not available, the Supreme Court of the State of Delaware, in each case, sitting in New Castle County, Delaware York (collectively, together with the appellate courts thereof, the “"Chosen Courts”), ") and solely in connection with claims arising under this Agreement or the transactions that are the subject of contained in or contemplated by this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsCourts and agrees not to commence any action in respect of any such claim in any other court or forum, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 18 of this Agreement. Without limiting the foregoing, although nothing contained each of the Corporation and the Holder hereby appoints, in this Agreement shall affect the right case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System with offices on the date hereof at 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, X.X. 00000 to serve receive, for it and on its behalf, service of process in the State of New York with respect thereto, provided the Corporation and the Holder may appoint any other manner permitted by Law and (v) agrees not person, reasonably acceptable to seek the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a transfer reasonably acceptable agreement of venue on the basis that another forum is more convenientsuch new agent agreeing to act.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWLAW THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, EXCEPT THAT THE FOLLOWING MATTERS SHALL BE GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE CAYMAN ISLANDS: THE MERGER, THE VESTING OF THE UNDERTAKING, PROPERTY AND LIABILITIES OF THE *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. MERGER SUB IN THE SURVIVING COMPANY AND THE INTERNAL CORPORATE GOVERNANCE MATTERS OF THE COMPANY AND MERGER SUB (TOGETHER, THE “CAYMAN LAW MATTERS”). Each party hereto agrees that it shall bring any Proceeding Litigation with respect to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and exclusively in, subject to the Ancillary Agreementslast sentence of this Section 11.9.(a), exclusively in (x) the Chancery Court of Chancery of the State of Delaware sitting located in New Castle Countythe State of Delaware, Delaware or, to the extent (y) if no such state court does not have subject matter has proper jurisdiction, the United States Federal District Court for the District of Delaware located in Wilmington, Delaware or (z) if such federal court does not have jurisdiction, any other state or federal court of the State of Delaware, in each case, sitting in New Castle County, Delaware (collectively, together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Each party hereto agrees that it shall bring any Litigation exclusively relating to the Cayman Law Matters in the jurisdiction of the courts of the Cayman Islands.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE NEW YORK IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto Prior to the dismissal of the Paragon Cases, the Bankruptcy Court shall have exclusive jurisdiction over this Agreement (unless the Bankruptcy Court is prohibited by law or permissively abstains from deciding the matter, in which case the District Court for the Southern District of New York shall have exclusive jurisdiction). After the dismissal of the Paragon Cases, each Party agrees that it shall bring any Proceeding litigation with respect to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary AgreementsAgreement, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the Southern District of Delaware New York or any other state New York State court of the State of Delaware, in each case, sitting in New Castle County, Delaware York County (collectively, together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party either Party hereto, (iv) agrees that service of process upon such party Party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 9.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (i) nothing in this Section 9.6 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each Party agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. WAIVER OF TRIAL BY JURY. This Agreement, and all claims or causes of action (awhether in contract or tort) THIS AGREEMENT AND ALL MATTERS ARISING FROMthat may be based upon, OR RELATING TOarise out of or relate to this Agreement (including the exhibits and schedules hereto), THIS AGREEMENT or the negotiation, execution, termination, performance or nonperformance of this Agreement (WHETHER IN CONTRACTincluding the exhibits and schedules hereto), TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWshall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State, without regard to any conflict of laws principles thereof, and, to the extent applicable, the Bankruptcy Code. Each party hereto agrees that it shall bring any Proceeding with action or proceeding in respect to of any claim based upon, arising out of of, or related to this Agreement Agreement, any provision hereof or any of the transactions contained contemplated hereby, in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the Southern District of Delaware New York or any other state New York State court of the State of Delaware, in each case, sitting in the Borough of Manhattan of New Castle County, Delaware York City (collectively, together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Courts and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto; provided that upon the commencement of the Chapter 11 Cases, (iv) the Bankruptcy Court shall be the sole Chosen Court. Each party hereto agrees that service of process upon such party a judgment in any such action dispute may be enforced in other jurisdictions by suit on the judgment or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted provided by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenientlaw. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING BASED UPON, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, ANY PROVISION HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AGREEMENT, THE RIGHTS AND ALL MATTERS OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING FROM, UNDER OR RELATING TO, RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL ), IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH (A) THE LAWS OF THE STATE OF DELAWARE NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE UNITED STATES CONFLICT OF AMERICA WITHOUT REGARD TO LAWS PRINCIPLES OF CONFLICTS OF LAWTHEREOF; AND (B) IF THE CHAPTER 11 CASES ARE FILED, THE BANKRUPTCY CODE. Each party hereto Any suit, action, or proceeding brought in connection with this Agreement, whether in contract, tort or otherwise, shall be brought in the federal or state courts located in the City of New York, borough of Manhattan, New York, and the Parties hereby irrevocably consent to the exclusive jurisdiction of such courts, agree not to commence any suit, action, or proceeding relating thereto except in such courts, and waive, to the fullest extent permitted by Law, the right to move to dismiss or transfer any suit, action or proceedings brought in such court on the basis of any objections as to venue or inconvenient forum or on the basis of any objection to personal jurisdiction. Notwithstanding the foregoing consent to New York jurisdiction, if the Chapter 11 Cases are commenced, each Party agrees that it the Bankruptcy Court shall bring any Proceeding with respect to any claim have exclusive jurisdiction of all matters arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or any other state court of the State of Delaware, in each case, sitting in New Castle County, Delaware (collectively, together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of Agreement. By executing and delivering this Agreement or any Agreement, and upon commencement of the Ancillary Agreements (i) Chapter 11 Cases, each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen CourtsBankruptcy Court, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsBankruptcy Court, (iii) and waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any party Party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO AMERICA, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWLAW THEREOF. Each party hereto agrees that it shall bring any Proceeding Litigation with respect to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware sitting (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in New Castle Countywhich case, in any Delaware or, to the extent such state or federal court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or any other state court of within the State of Delaware) (such courts, in each case, sitting in New Castle County, Delaware (collectively, together with the appellate courts thereof, the “Chosen Delaware Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Delaware Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Delaware Courts, (iii) waives any objection that the Chosen Delaware Courts are an inconvenient forum or do not have jurisdiction over any either party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 12.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (i) nothing in this Section 12.9 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each party hereto agrees that any judgment issued by a Delaware Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE UNITED STATES NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWLAWS PRINCIPLES. Each party hereto Party to this Agreement agrees that it shall bring any Proceeding with action or proceeding in respect to of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware orAgreement, to the extent such court does not have subject matter possible, in federal or state courts located in the City of New York, Borough of Manhattan. Notwithstanding the foregoing consent to jurisdiction, upon the United States District Court for the District of Delaware or any other state court commencement of the State Chapter 11 Cases, each of Delawarethe Parties hereby agrees that, if the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement. Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, to the extent possible, in each case, sitting in New Castle County, Delaware (collectively, together with the appellate courts thereof, the “Chosen Courts”)Bankruptcy Court, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements Agreement: (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, Bankruptcy Court; (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Bankruptcy Court; (iiic) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any party Party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law ; and (vd) agrees not consents to seek entry of a transfer of venue on final order or judgment by the basis that another forum is more convenientBankruptcy Court.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY CONSTRUED, PERFORMED AND CONSTRUED ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE UNITED STATES EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF AMERICA WITHOUT REGARD TO PRINCIPLES THE LAWS OF CONFLICTS OF LAWANOTHER JURISDICTION. Each party hereto agrees that it shall bring any Proceeding with respect to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or any other state court of the State of Delaware, in each case, sitting in New Castle County, Delaware (collectively, together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements parties hereto (i) irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court, or, if the Bankruptcy Court declines to accept jurisdiction over a particular matter, then the Chancery Court of the State of Delaware, and if the Chancery Court of the State of Delaware declines jurisdiction, then any state or federal court sitting in Delaware (the “Chosen Courts”) in any action or proceeding arising out of or relating to this Agreement, (ii) waives agrees that all claims in respect of such action or proceeding may be heard and determined in the Chosen Courts and (iii) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement in any the Chosen Courts in accordance with the provisions of this Section 10.04. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Chosen Courts, (iii) waives any objection that . Each of the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) agrees that parties hereto hereby irrevocably and unconditionally consents to service of process upon such party in any such action or proceeding shall be effective if notice is given the manner provided for notices in accordance with Section 11.1 of this Agreement, although nothing contained 10.11. Nothing in this Agreement shall will affect the right of any party to this Agreement to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenientlaw.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO AMERICA, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWLAW THEREOF. Each party hereto agrees that it shall bring any Proceeding Litigation with respect to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware sitting (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in New Castle Countywhich case, in any Delaware or, to the extent such state or federal court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or any other state court of within the State of Delaware) (such courts, in each case, sitting in New Castle County, Delaware (collectively, together with the appellate courts thereof, the “Chosen Delaware Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Delaware Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Delaware Courts, (iii) waives any objection that the Chosen Delaware Courts are an inconvenient forum or do not have jurisdiction over any either party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 12.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (i) nothing in this Section 12.9 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each party hereto agrees that any judgment issued by a Delaware Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT HEREBY 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 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 HEREBY, INCLUDING ANY DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO THE COMMITMENT LETTER THE DEFINITIVE DEBT DOCUMENTS, THE PERFORMANCE OF ANY THEREOF OR THE FINANCING, IN ANY FORUM OTHER THAN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY, AND THAT THE PROVISIONS OF SECTION 12.10 RELATING TO THE WAIVER OF JURY TRIAL SHALL APPLY TO ANY SUCH ACTION, CAUSE OF ACTION, CLAIM, CROSS-CLAIM OR THIRD PARTY CLAIM. Notwithstanding anything to the contrary contained in this Agreement, except for the assertion by Buyer of express rights of Buyer set forth in the Commitment Letter, (a) neither any party hereto nor any of their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members, stockholders or representatives, nor any Person claiming by, through or under any such Person, shall have any rights or claims against any Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Commitment Letter, the Definitive Debt Documents or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (b) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to any party hereto or any of their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members, stockholders or representatives, or any Person claiming by, through or under any such Person for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Commitment Letter, the Definitive Debt Documents or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. The Financing Sources are intended third party beneficiaries of this Section 12.9 and this Section 12.9 shall not be amended without the prior written consent of the Lenders.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWThis Agreement shall be construed in accordance with the laws of the State of New York. Each party hereto agrees that it shall bring up any Proceeding with action or proceeding in respect to of any claim arising out of or related to this Agreement agreement or the transactions contained in or and contemplated by this Agreement and the Ancillary AgreementsAgreement, whether in tort or contract or at law or in equity, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the Southern District of Delaware or any other state New York or, if such court is not available, the Supreme Court of the State of Delaware, in each case, sitting in New Castle County, Delaware York (collectively, together with the appellate courts thereof, the “Chosen Courts”), ) and solely in connection with claims arising under this Agreement or the transactions that are the subject of contained in or contemplated by this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsCourts and agrees not to commence any action in respect of any such claim in any other court or forum, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 17 of this Agreement. Without limiting the foregoing, although nothing contained each of the Corporation and the Holder hereby appoints, in this Agreement shall affect the right case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System with offices on the date hereof at 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, X.X. 00000 to serve receive, for it and on its behalf, service of process in the State of New York with respect thereto, provided the Corporation and the Holder may appoint any other manner permitted by Law and (v) agrees not person, reasonably acceptable to seek the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a transfer reasonably acceptable agreement of venue on the basis that another forum is more convenientsuch new agent agreeing to act.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWThis Agreement will be governed by and construed in accordance with the Laws of New York without regard to its principles of conflicts of laws. Each party hereto agrees that it shall will bring any Proceeding with action or proceeding in respect to of any claim Claim arising out of or related to this Agreement Agreement, the Transaction or the transactions contained any Ancillary Agreement, whether in tort or contemplated by this Agreement and the Ancillary Agreementscontract or at law or in equity, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States U.S. District Court for the Southern District of Delaware or any other state court of the State of Delaware, in each caseNew York, sitting in New Castle York County, Delaware New York (collectivelythe "CHOSEN COURT") and, together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims Claims arising under out of or related to this Agreement or Agreement, the transactions that are the subject of this Agreement Transaction or any of the Ancillary Agreements Agreement, (ia) irrevocably submits to the exclusive jurisdiction of the Chosen CourtsCourt, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsCourt, (iiic) waives any objection that the Chosen Courts are Court is an inconvenient forum or do not have jurisdiction over any party heretoparty, and (ivd) agrees that service of process in person or by certified or registered U.S. mail to its address set forth in Section 9.1 will constitute valid in personam service upon such party and its successors and assigns in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreementrespect to any matter as to which it has submitted to jurisdiction hereunder. EACH PARTY HEREBY ACKNOWLEDGES THAT THIS IS A COMMERCIAL TRANSACTION, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenientTHAT THE FOREGOING PROVISIONS FOR CONSENT TO JURISDICTION AND SERVICE OF PROCESS HAVE BEEN READ, UNDERSTOOD AND VOLUNTARILY AGREED TO BY SUCH PARTY AND THAT BY AGREEING TO SUCH PROVISIONS SUCH PARTY IS WAIVING IMPORTANT LEGAL RIGHTS.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE NEW YORK IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto Prior to the dismissal of the Paragon Cases, the Bankruptcy Court shall have exclusive jurisdiction over this Agreement (unless the Bankruptcy Court is prohibited by law or permissively abstains from deciding the matter, in which case the District Court for the Southern District of New York shall have exclusive jurisdiction). After the dismissal of the Paragon Cases, each Party agrees that it shall bring any Proceeding litigation with respect to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary AgreementsAgreement, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the Southern District of Delaware New York or any other state New York State court of the State of Delaware, in each case, sitting in New Castle County, Delaware York County (collectively, together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party either Party hereto, (iv) agrees that service of process upon such party Party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 9.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the Protected by FRE 408 contrary, (i) nothing in this Section 9.6 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each Party agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROMThis Agreement shall be construed in accordance with the laws of the State of New York, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWwithout regard to conflict of law provisions thereof. Each party hereto agrees that it shall bring up any Proceeding with action or proceeding in respect to of any claim arising out of or related to this Agreement agreement or the transactions contained in or and contemplated by this Agreement and the Ancillary AgreementsAgreement, whether in tort or contract or at law or in equity, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the Southern District of Delaware or any other state New York or, if such court is not available, the Supreme Court of the State of Delaware, in each case, sitting in New Castle County, Delaware York for the county of New York (collectively, together with the appellate courts thereof, the “"Chosen Courts”), ") and solely in connection with claims arising under this Agreement or the transactions that are the subject of contained in or contemplated by this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsCourts and agrees not to commence any action in respect of any such claim in any other court or forum, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 10 of this Agreement. Without limiting the foregoing, although nothing contained each of the Corporation and the Purchaser hereby appoints, in this Agreement shall affect the right case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation system with its offices at 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, X.X. 00000 to serve receive, for it and on its behalf, service of process in the State of New York with respect thereto, provided the Corporation and the Purchaser may appoint any other manner permitted by Law and (v) agrees not Person, reasonably acceptable to seek the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a transfer reasonably acceptable agreement of venue on the basis that another forum is more convenientsuch new agent agreeing to act.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS THE AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW. Each party hereto agrees that it shall bring any Proceeding with action or proceeding in respect to of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary AgreementsAgreements (other than any Employment Agreement in which a different venue is provided), exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the Northern District of Delaware California or any other state California State court of the State of Delaware, in each case, sitting in New Castle Countythe City of San Francisco, Delaware California (collectively, together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Courts and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto. Each Seller hereby irrevocably designates US Seller as its agent and attorney-in-fact for the acceptance of service of process, (iv) and agrees that service of process upon such party US Seller in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreementupon each Seller, although nothing contained in this Agreement shall affect the right to serve process and making an appearance on its behalf in any other manner permitted by Law such claim or proceeding and (v) for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and each Seller hereby stipulates that such consent and appointment is irrevocable and coupled with an interest. Each Buyer hereby irrevocably designates US Buyer as its agent and attorney-in-fact for the acceptance of service of process, and agrees not that service of process upon US Buyer in any such action or proceeding shall be effective upon each Buyer, and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to seek a transfer of venue on confer jurisdiction over it before the basis Chosen Courts and each Buyer hereby stipulates that another forum such consent and appointment is more convenientirrevocable and coupled with an interest.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROMThis Agreement shall be construed in accordance with the laws of the State of New York, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWwithout regard to conflict of law provisions thereof. Each party hereto agrees that it shall bring up any Proceeding with action or proceeding in respect to of any claim arising out of or related to this Agreement or the transactions contained in or and contemplated by this Agreement and the Ancillary AgreementsAgreement, whether in tort or contract or at law or in equity, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the Southern District of Delaware or any other state New York or, if such court is not available, the Supreme Court of the State of Delaware, in each case, sitting in New Castle County, Delaware York for the county of New York (collectively, together with the appellate courts thereof, the “"Chosen Courts”), ") and solely in connection with claims arising under this Agreement or the transactions that are the subject of contained in or contemplated by this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsCourts and agrees not to commence any action in respect of any such claim in any other court or forum, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 10 of this Agreement. Without limiting the foregoing, although nothing contained each of the Corporation and the Purchaser hereby appoints, in this Agreement shall affect the right case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation system with its offices at 111 8th Avenue, 13th Floor, New York, N.Y. 10011 to serve process in receive, for it and xx xxx xxxxxx, xxxxxxx xx xxxxxxx xx xxx Xxxxx of New York with respect thereto, provided the Corporation and the Purchaser may appoint any other manner permitted by Law and (v) agrees not Person, reasonably acceptable to seek the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a transfer reasonably acceptable agreement of venue on the basis that another forum is more convenientsuch new agent agreeing to act.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE NEW YORK IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring any Proceeding Litigation with respect to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the Southern District of Delaware New York or any other state New York State court of the State of Delaware, in each case, sitting in New Castle County, Delaware York County (collectively, together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any either party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (x) nothing in this Section 11.9 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (y) each party hereto agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE UNITED STATES NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWLAWS PRINCIPLES. Each party hereto Party to this Agreement agrees that it shall bring any Proceeding with action or proceeding in respect to of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware orAgreement, to the extent such court does not have subject matter possible, in federal or state courts located in the City of New York, Borough of Manhattan. Notwithstanding the foregoing consent to jurisdiction, upon the United States District Court for the District of Delaware or any other state court commencement of the State Chapter 11 Cases, each of Delawarethe Parties hereby agrees that, if the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement. Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, to the extent possible, in each case, sitting in New Castle County, Delaware (collectively, together with the appellate courts thereof, the “Chosen Courts”)Bankruptcy Court, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements Agreement: (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, Bankruptcy Court; (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Bankruptcy Court; (iiic) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any party Party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law ; and (vd) agrees not consents to seek entry of a transfer of venue on Final Order or judgment by the basis that another forum is more convenientBankruptcy Court.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE UNITED STATES CONFLICT OF AMERICA WITHOUT REGARD TO LAWS PRINCIPLES OF CONFLICTS OF LAWTHEREOF. Each party Party hereto agrees that it shall bring any Proceeding with action or proceeding in respect to of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware orAgreement, to the extent such court does not have subject matter possible, in federal or state courts located in the City of New York, Borough of Manhattan. Notwithstanding the foregoing consent to jurisdiction, upon the United States District Court for the District of Delaware or any other state court commencement of the State Chapter 11 Cases, each of Delawarethe Parties hereby agrees that, in each case, sitting in New Castle County, Delaware (collectively, together with if the appellate courts thereofChapter 11 Cases are pending, the “Chosen Courts”)Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement. Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, to the extent possible in the Bankruptcy Court, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements Agreement: (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, Bankruptcy Court; (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Bankruptcy Court; (iiic) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any party Party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law ; and (vd) agrees not consents to seek entry of a transfer of venue on final order or judgment by the basis that another forum is more convenientBankruptcy Court.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE UNITED STATES CONFLICT OF AMERICA WITHOUT REGARD TO LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF CONFLICTS LAWS OF LAWANY OTHER JURISDICTION. Each party By the execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably and unconditionally agrees for itself that any action, suit, or proceeding against it shall bring any Proceeding with respect to any claim matter arising under or out of or related to in connection with this Agreement or the transactions contained for recognition or enforcement of any judgment rendered in any such action, suit, or contemplated by this Agreement and the Ancillary Agreements, exclusively proceeding may be brought in either a state or federal court of competent jurisdiction in the Court State and County of Chancery New York, Borough of Manhattan. By the execution and delivery of this Agreement, each of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or any other state court of the State of Delaware, in each case, sitting in New Castle County, Delaware (collectively, together with the appellate courts thereof, the “Chosen Courts”), Parties hereto hereby irrevocably accepts and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits itself to the exclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit, or proceeding. By executing and delivering this Agreement, each of the Chosen CourtsParties hereto irrevocably and unconditionally submits to the jurisdiction of each such court described in this Section 7(e), (ii) waives solely for purposes of any objection action, suit, or proceeding arising out of or relating to laying venue this Agreement or for the recognition or enforcement of any judgment rendered or order entered in any such action action, suit, or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenientproceeding.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE NEW YORK IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring any Proceeding Litigation with respect to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the Southern District of Delaware New York or any other state New York State court of the State of Delaware, in each case, sitting in New Castle County, Delaware York County (collectively, together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any either party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 15.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (x) nothing in this Section 15.11 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (y) each party hereto agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE UNITED STATES CONFLICT OF AMERICA WITHOUT REGARD TO LAWS PRINCIPLES OF CONFLICTS OF LAWTHEREOF. Each party By its execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it shall bring any Proceeding with respect to any claim matter under or arising out of or related to in connection with this Agreement or the transactions contained for recognition or enforcement of any judgment rendered in any such action, suit or contemplated by this Agreement and the Ancillary Agreementsproceeding, exclusively may be brought in either a state or federal court of competent jurisdiction in the Court State and County of Chancery New York. By execution and delivery of this Agreement, each of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or any other state court of the State of Delaware, in each case, sitting in New Castle County, Delaware (collectively, together with the appellate courts thereof, the “Chosen Courts”), Parties hereto hereby irrevocably accepts and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits itself to the exclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the Chosen Courtsforegoing, (ii) waives each of the Parties hereto hereby agrees that, if the Chapter 11 Cases have been commenced and are pending, the U.S. Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement. By executing and delivering this Agreement, and upon commencement of the Chapter 11 Cases, each of the Parties irrevocably and unconditionally submits to the personal jurisdiction of the U.S. Bankruptcy Court solely for purposes of any objection action, suit, proceeding or other contested matter arising out of or relating to laying venue this Agreement, or for recognition or enforcement of any judgment rendered or order entered in any such action action, suit, proceeding, or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenientcontested matter.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring any Proceeding Litigation with respect to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary AgreementsTransaction Documents, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or any other state or, to the extent such court is not available, the Delaware Court of the State of Delaware, Chancery (in each case, sitting in New Castle County, Delaware (collectively, together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements Transaction Documents (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any either party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 10.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, each party hereto agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE UNITED STATES CONFLICT OF AMERICA WITHOUT REGARD TO LAWS PRINCIPLES OF CONFLICTS OF LAWTHEREOF. Notwithstanding the foregoing consent to jurisdiction in either a state or federal court of competent jurisdiction in the State of New York, Borough of Manhattan, upon the commencement of the Chapter 11 Cases, each of the Parties hereby agrees that, if the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement. Each party Party hereto agrees that it shall bring any Proceeding with action or proceeding in respect to of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware orAgreement, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or any other state court of the State of Delawarepossible, in each case, sitting in New Castle County, Delaware (collectively, together with the appellate courts thereof, the “Chosen Courts”)Bankruptcy Court, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements Agreement: (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, Bankruptcy Court; (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Bankruptcy Court; and (iiic) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any party Party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted . Trial by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenientJury Waiver . EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWThis Agreement will be governed by and construed in accordance with the Laws of the State of New York without regard to its principles of conflicts of laws. Each party hereto agrees that it shall will bring any Proceeding with action or proceeding in respect to of any claim Claim arising out of or related to this Agreement Agreement, the Transaction or the transactions contained any Ancillary Agreement, whether in tort or contemplated by this Agreement and the Ancillary Agreementscontract or at law or in equity, exclusively in either the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States U.S. District Court for the Western District of Delaware or any other state court of the State of Delaware, in each caseNew York, sitting in New Castle Monroe County, Delaware New York, or the U.S. District Court for the Northern District of Georgia, sitting in Xxxxxx County, Georgia (collectively, together with the appellate courts thereof, the “"Chosen Courts”)") and, and solely in connection with claims Claims arising under out of or related to this Agreement or Agreement, the transactions that are the subject of this Agreement Transaction or any of the Ancillary Agreements Agreement, (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party heretoparty, and (ivd) agrees that service of process in person or by certified or registered U.S. mail to its address set forth in Section 10.1 will constitute valid in personam service upon such party and its successors and assigns in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreementrespect to any matter as to which it has submitted to jurisdiction hereunder. EACH PARTY HEREBY ACKNOWLEDGES THAT THIS IS A COMMERCIAL TRANSACTION, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenientTHAT THE FOREGOING PROVISIONS FOR CONSENT TO JURISDICTION AND SERVICE OF PROCESS HAVE BEEN READ, UNDERSTOOD AND VOLUNTARILY AGREED TO BY SUCH PARTY AND THAT BY AGREEING TO SUCH PROVISIONS SUCH PARTY IS WAIVING IMPORTANT LEGAL RIGHTS.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROMThis Agreement shall be construed in accordance with the laws of the State of New York, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWwithout regard to conflict of law provisions thereof. Each party hereto agrees that it shall bring up any Proceeding with action or proceeding in respect to of any claim arising out of or related to this Agreement agreement or the transactions contained in or and contemplated by this Agreement and the Ancillary AgreementsAgreement, whether in tort or contract or at law or in equity, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the Southern District of Delaware or any other state New York or, if such court is not available, the Supreme Court of the State of Delaware, in each case, sitting in New Castle County, Delaware York (collectively, together with the appellate courts thereof, the “"Chosen Courts”), ") and solely in connection with claims arising under this Agreement or the transactions that are the subject of contained in or contemplated by this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsCourts and agrees not to commence any action in respect of any such claim in any other court or forum, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 18 of this Agreement. Without limiting the foregoing, although nothing contained each of the Corporation and the Holder hereby appoints, in this Agreement shall affect the right case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System with offices on the date hereof at 111 8th Avenue, 13th Floor, New York, N.Y. 10011 to serve process in receive, for it and xx xxx xxxxxx, xxxxxxx xx xxxxxxx xx xxx Xxxxx of New York with respect thereto, provided the Corporation and the Holder may appoint any other manner permitted by Law and (v) agrees not person, reasonably acceptable to seek the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a transfer reasonably acceptable agreement of venue on the basis that another forum is more convenientsuch new agent agreeing to act.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROMThis Agreement shall be construed in accordance with the laws of the State of New York, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWwithout regard to conflict of law provisions thereof. Each party hereto agrees that it shall bring up any Proceeding with action or proceeding in respect to of any claim arising out of or related to this Agreement agreement or the transactions contained in or and contemplated by this Agreement and the Ancillary AgreementsAgreement, whether in tort or contract or at law or in equity, exclusively in the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the Southern District of Delaware or any other state New York or, if such court is not available, the Supreme Court of the State of Delaware, in each case, sitting in New Castle County, Delaware York for the county of New York (collectively, together with the appellate courts thereof, the “"Chosen Courts”), ") and solely in connection with claims arising under this Agreement or the transactions that are the subject of contained in or contemplated by this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsCourts and agrees not to commence any action in respect of any such claim in any other court or forum, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.1 11 of this Agreement. Without limiting the foregoing, although nothing contained each of the Corporation and the Purchaser hereby appoints, in this Agreement shall affect the right case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation system with offices on the date hereof at 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, X.X. 00000 to serve receive, for it and on its behalf, service of process in the State of New York with respect thereto, provided the Corporation and the Purchaser may appoint any other manner permitted by Law and (v) agrees not Person, reasonably acceptable to seek the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a transfer reasonably acceptable agreement of venue on the basis that another forum is more convenientsuch new agent agreeing to act.