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

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWYORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) . Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America District Court for the Southern District of New York and appellate courts from of any thereof; (ii) consents New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding may be brought and maintained with respect to this Agreement in any of the aforesaid courts, that any such courts and waives court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of such action or proceeding in any such proceeding brought in such a court or and any claim that any such action or proceeding was brought in such a court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidforum. Each party hereto hereby waives, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the fullest extent permitted by applicable law, each party hereto irrevocably waives all any right of it may have to a trial by jury in respect of any action, proceeding litigation directly or counterclaim based on, or indirectly arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderagreement.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK YORK, WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS ITS CONFLICT OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWLAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) . Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general exclusive jurisdiction of the courts of the State of New York, the courts of the United States of America District Court for the Southern District of New York and appellate courts from of any thereof; (ii) consents New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding may be brought and maintained with respect to this Agreement in any of the aforesaid courts, that any such courts and waives court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of such action or proceeding in any such proceeding brought in such a court or and any claim that any such action or proceeding was brought in such a court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidforum. Each party hereto hereby waives, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the fullest extent permitted by applicable law, each party hereto irrevocably waives all any right of it may have to a trial by jury in respect of any action, proceeding litigation directly or counterclaim based on, or indirectly arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderagreement.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSLAW, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSLAW, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSLAW, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSLAW, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK YORK, WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS ITS CONFLICT OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWLAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) . Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general exclusive jurisdiction of the courts of the State of New York, the courts of the United States of America District Court for the Southern District of New York and appellate courts from of any thereof; (ii) consents New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding may be brought and maintained with respect to this Agreement in any of the aforesaid courts, that any such courts and waives court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of such action or proceeding in any such proceeding brought in such a court or and any claim that any such action or proceeding was brought in such a court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidforum. Each party hereto hereby waives, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the fullest extent permitted by applicable law, each party hereto irrevocably waives all any right of it may have to a trial by jury in respect of any action, proceeding litigation directly or counterclaim based on, or indirectly arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderagreement.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement is to be construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the Parties. (b) Each Party hereby expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in the parties hereto hereby irrevocably City and unconditionallyCounty of New York, Borough of Manhattan (and each appellate court wherever located with jurisdiction over appeals from such court) for any action or other proceeding arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated thereby (and agrees not to commence any action or other proceeding relating thereto except in such courts, including to enforce any settlement, order or award). Each Party hereto: (i) submits for itself and its property in any legal action or proceeding relating consents to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected in any manner permitted by mailing a copy thereof the laws of the State of New York, and also agrees that service of process by registered or certified mail (or any substantially similar form of mail), postage prepaidreturn receipt requested, to such Person at its address determined in accordance with specified pursuant to Section 11 of this Agreement10.7 is sufficient and reasonably calculated to give actual notice; (ivii) agrees that nothing herein each state and federal court located in the City and County of New York, Borough of Manhattan shall affect the right be deemed to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionbe a convenient forum; and (viii) waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such action or proceeding commenced in any state or federal court located in the City and County of New York, Borough of Manhattan, any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court. (c) In the event of any action or other proceeding relating to this Agreement or the enforcement of any provision of this Agreement, the prevailing party (as determined by the court) shall be entitled to payment by the non-prevailing party of all costs and expenses (including reasonable attorneys’ fees) incurred by the prevailing party, including any costs and expenses incurred in connection with any challenge to the jurisdiction or the convenience or propriety of venue of proceedings before any state or federal court located in the City and County of New York, Borough of Manhattan. (d) Each of the Parties hereto hereby waives to the fullest extent permitted by applicable law, each party hereto irrevocably waives all law any right of it may have to a trial by jury in with respect to any action, legal action or other legal proceeding directly or counterclaim based on, or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no Representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated by this Agreement, any as applicable, by, among other Transaction Documentthings, or any matter arising hereunder or thereunderthe mutual waivers set forth in this Section 10.10(d).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSLAW, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSLAW, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of This Agreement shall be governed by and construed in accordance with the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts laws of the State of New York without regard to conflicts of laws principles that would require the application of laws of any other jurisdiction. Any legal action or proceeding in connection with this Agreement or the performance hereof shall be brought in the state and federal courts located in the Borough of Manhattan, City, County and State of New York, and the parties hereby irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding and agrees not to assert, by way of motion, as a defense or otherwise, in any such action or proceeding, any claim that such party is not subject personally to the jurisdiction of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents above-named courts, that any such action or proceeding may not be brought and or maintained in such one of the above-named courts and waives should be dismissed on the grounds of forum non conveniens, should be transferred to any objection that it may now or hereafter have to court other than one of the venue of such action or proceeding in any such court above-named courts, or that such action this Agreement or proceeding was brought the subject matter hereof may not be enforced in an inconvenient court and agrees not or by any of the above-named courts. Each of the parties hereto hereby consents to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected in any manner permitted by mailing a copy thereof the laws of the State of New York, agrees that service of process by registered or certified mail (mail, return receipt requested, pursuant to Section 5(b) is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any substantially similar form such action, suit or proceeding any claim that service of mail), postage prepaid, to such Person at its address determined process made in accordance with this Section 11 of this Agreement; (iv5(i) agrees that nothing herein shall affect the right to effect does not constitute good and sufficient service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderprocess. THE PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 10 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Basic Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE INTERNAL, SUBSTANTIVE INTERNAL LAWS AND JUDICIAL DECISIONS OF THE STATE OF NEW YORK WITHOUT REFERENCE DELAWARE APPLICABLE TO AGREEMENTS EXECUTED AND PERFORMED ENTIRELY WITHIN SUCH STATE, REGARDLESS OF THE RULES THEREOF RELATING TO LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSLAWS THEREOF. (b) Each of the parties hereto hereby irrevocably and unconditionally: submits to the exclusive jurisdiction of (i) submits the Court of Chancery of the State of Delaware and (ii) the United States District Court located in the State of Delaware for itself and its property in the purposes of any legal suit, action or other proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each of the parties hereto irrevocably and unconditionally waives any documents executed and delivered in connection herewith, or for recognition and enforcement objection to the laying of venue of any judgment action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement in respect thereof, to (A) the nonexclusive general jurisdiction Court of the courts Chancery of the State of New York, the courts of Delaware or (B) the United States District Court located in the State of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts Delaware and waives any objection claim that it may now or hereafter have to the venue of such action suit or proceeding in any such court or that such action or proceeding was has been brought in an inconvenient court and agrees not to plead or claim forum. Each of the same; (iii) parties hereto agrees that service of process a final and unappealable judgment in any such action or proceeding so brought shall be conclusive and may be effected enforced by mailing a copy thereof by registered suit on the judgment in any jurisdiction within or certified mail (outside the United States or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by provided in law or shall limit the right to xxx in any other jurisdiction; andequity (vc) to the extent permitted by applicable lawEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, each party hereto irrevocably waives all right of trial by jury in any actionAND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, proceeding or counterclaim based onTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, or arising out ofANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, under or in connection with this AgreementAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, any other Transaction DocumentEXPRESSLY OR OTHERWISE, or any matter arising hereunder or thereunderTHAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 4.8.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each arise out of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating relate to this Agreement or the negotiation, execution, termination, performance or nonperformance of this Agreement (including any documents executed and delivered claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection herewith, with this Agreement or for recognition as an inducement to enter into this Agreement) will be construed in accordance with and enforcement of any judgment in respect thereof, to governed by the nonexclusive general jurisdiction of the courts laws of the State of New York, Delaware without regard to principles of conflicts of laws that might otherwise require the courts application of the United States Laws of America for any other jurisdiction. Any action against any Party relating to the Southern District foregoing shall be brought in any federal or state court of New York competent jurisdiction located within the State of Delaware (the “Chosen Courts”), and appellate courts from the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any thereof; (ii) consents that federal or state court located within the State of Delaware over any such action or proceeding may be brought and maintained in such courts and waives action. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that it which they may now or hereafter have to the laying of venue of any such action dispute brought in such court or proceeding any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding dispute may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to xxx in any other jurisdiction; andLaw. (vb) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderEACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY MATTER ARISING OUT OF THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSYORK, OTHER THAN INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWLAW BUT EXCLUDING TO THE MAXIMUM EXTENT PERMITTED BY LAW ALL OTHER CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSLAW, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, LAWS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REFERENCE TO THE RULES THEREOF RELATING REGARD TO CONFLICTS OF LAWSLAW PRINCIPLES THEREOF. Any legal suit, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to arising out of or based upon this Agreement or any documents executed the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and delivered in connection herewith, County of New York or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, York in each case located in the courts of the United States of America for the Southern District City and County of New York (collectively, the “Specified Courts”), and appellate courts from each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any thereof; Specified Court in a Related Proceeding (iia “Related Judgment”), as to which such jurisdiction is non-exclusive) consents that of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such action or proceeding may party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and maintained in such courts and waives unconditionally waive any objection that it may now or hereafter have to the laying of venue of such action or proceeding any Related Proceeding in any such court or that such action or proceeding was brought in an inconvenient court the Specified Courts and agrees irrevocably and unconditionally waive and agree not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or Specified Court that any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process Related Proceeding brought in any other manner permitted by law or shall limit the right to xxx Specified Court has been brought in any other jurisdiction; and (v) to the extent permitted by applicable lawan inconvenient forum. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, each party hereto irrevocably waives all right of trial by jury in any actionTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderANY 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; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement and, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSunless expressly provided therein, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWeach Ancillary Agreement (and any claims or disputes arising out of or related hereto or thereto or to the transactions contemplated hereby and thereby or to the inducement of any party to enter herein and therein, AND THE OBLIGATIONSwhether for breach of contract, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWStortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies. (b) Each of the parties hereto hereby Party irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal action or proceeding litigation relating to any Dispute with respect to this Agreement or any documents executed and delivered in connection herewiththe rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect thereofof this Agreement and the rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely in the case that the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”). Each of the Parties hereto hereby irrevocably submits with regard to any such Dispute for itself and in respect of its property, generally and unconditionally, to the nonexclusive general personal jurisdiction of the courts Chosen Courts and agrees that it will not bring any action relating to this Agreement or any of the State of New York, transactions contemplated by this Agreement in any court other than the courts Chosen Courts. Each of the United States Parties hereto hereby irrevocably waives, and agrees not to assert, by way of America for motion, as a defense, counterclaim or otherwise, in any Dispute with respect to this Agreement, (i) any claim that it is not personally subject to the Southern District jurisdiction of New York and appellate courts from any thereof; the Chosen Courts, (ii) consents any claim that it or its property is exempt or immune from jurisdiction of any such action court or proceeding may be brought and maintained from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and waives (iii) to the fullest extent permitted by applicable Law, any objection claim that it may now or hereafter have to (A) the Dispute in such court is brought in an inconvenient forum, (B) the venue of such action Dispute is improper, or proceeding (C) this Agreement, or the subject matter hereof, may not be enforced in any or by such court or that such action or proceeding was brought in an inconvenient court and agrees not courts. To the fullest extent permitted by applicable Law, each Party hereby consents to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; 10.5; provided that (ivx) agrees that nothing herein shall affect the right of any Party to effect service of serve legal process in any other manner permitted by law Law and (y) each such Party’s consent to jurisdiction and service contained in this Section 10.2(b) is solely for the purpose referred to in this Section 10.2(b) and shall not be deemed to be a general submission to said courts or shall limit in the right to xxx in any State of Delaware other jurisdiction; andthan for such purpose. (vc) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderEACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (ai) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each including the validity hereof and the rights and obligations of the parties hereunder, all amendments and supplements hereto and the transactions contemplated hereby, and all actions or proceedings arising out of or relating to this Agreement, of any nature whatsoever, shall be construed in accordance with and governed by the domestic substantive laws of the State of Delaware without giving effect to any choice of law or conflicts of law provision or rule that might otherwise cause the application of the domestic substantive laws of any other jurisdiction. The parties hereto hereby irrevocably and unconditionally: submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (iunless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, any state or federal court located within the State of Delaware) submits for itself and its property in connection with any legal action dispute arising out of or proceeding relating to this Agreement or any documents executed of the transactions contemplated hereby and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereofeach party hereby irrevocably waives, to the nonexclusive general jurisdiction of the courts of the State of New Yorkfullest extent permitted by applicable law, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it which they may now or hereafter have to the laying of venue of any such action dispute brought in such court or proceeding any defense of inconvenient forum or lack of personal jurisdiction in respect of such dispute. Each of the parties hereto agrees that a judgment rendered in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding dispute may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to xxx in any other jurisdiction; andlaw. (vii) Each party hereto hereby waives to the fullest extent permitted by applicable law, each party hereto irrevocably waives all law any right of it may have to a trial by jury in respect of any action, legal proceeding directly or counterclaim based on, or indirectly arising out of, under or in connection with this AgreementAgreement or any transaction contemplated hereby. Each party hereto (A) certifies that no representative, agent or attorney of any other Transaction Documentparty has represented, expressly or any matter arising hereunder or thereunderotherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 6(h).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK YORK, WITHOUT REFERENCE REGARD TO CONFLICT OF LAW PROVISIONS THAT WOULD APPLY THE RULES THEREOF RELATING TO CONFLICTS LAW OF LAWS, ANY JURISDICTION OTHER THAN SECTIONS 5-1401 AND 5-1402 THE STATE OF THE NEW YORK GENERAL OBLIGATIONS LAWYORK, AND THE OBLIGATIONS, RIGHTS RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement;9.4; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sxx in any other jurisdiction; and. (vc) to the extent permitted by applicable lawEACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderTHE OTHER BASIC DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of The Agreement shall be governed by and construed in accordance with the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts laws of the State of New York applicable to agreements made and to be performed in such State. Each of the Company and the Guarantor submits to the non-exclusive jurisdiction of any Federal or State court in the City, County and State of New York, the courts of the United States of America for America, in any legal suit, action or proceeding based on or arising under the Southern District Agreement and agrees that all claims in respect of New York and appellate courts from any thereof; (ii) consents that any such action suit or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding determined in any such court court. Each of the Company and the Guarantor waives, to the extent permitted by law, the defense of an inconvenient forum or that objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding was brought proceeding. Each of the Company and the Guarantor hereby designates and appoints CT Corporation System (the “Process Agent”), as its authorized agent, upon whom process may be served in an inconvenient court any such legal suit, action or proceeding, it being understood that the designation and agrees not appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of either the Company or the Guarantor. Such appointment shall be irrevocable to plead the extent permitted by applicable law and subject to the appointment of a successor agent in the United States on terms substantially similar to those contained in this Section 13 and reasonably satisfactory to you. If the Process Agent shall cease to act as agent for services of process for either the Company or claim the same; (iii) Guarantor, the Company or the Guarantor, as the case may be, shall appoint, without unreasonable delay, another such agent, and notify you of such appointment. Each of the Company and the Guarantor represents to the Underwriters that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. Each of the Company and the Guarantor hereby authorizes and directs the Process Agent to accept such service. Each of the Company and the Guarantor further agrees that service of process upon the Process Agent and written notice of said service to such party shall be deemed in every respect effective service of process upon the Company or the Guarantor, as the case may be, in any such legal suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing proceeding. Nothing herein shall affect the right of any Underwriter or any person controlling any Underwriter to effect service of serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, each party hereto irrevocably waives all right of trial by jury in any actionTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, proceeding or counterclaim based onANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderTHE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.THE (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement (and any claims or disputes arising out of or related hereto or to the inducement of any party to enter herein and therein, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSwhether for breach of contract, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWtortious conduct or otherwise and whether predicated on common law, AND THE OBLIGATIONSstatute or otherwise) shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware including all matters of validity, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSconstruction, effect, enforceability, performance and remedies. (b) Each of the parties hereto hereby party irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal action or proceeding litigation relating to any dispute with respect to this Agreement or any documents executed and delivered in connection herewiththe rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect thereofof this Agreement and the rights and obligations arising hereunder brought by the other party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely in the case that the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”). Each of the parties hereto hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the nonexclusive general personal jurisdiction of the courts Chosen Courts and agrees that it will not bring any action relating to this Agreement or any of the State of New York, transactions contemplated by this Agreement in any court other than the courts Chosen Courts. Each of the United States parties hereto hereby irrevocably waives, and agrees not to assert, by way of America for motion, as a defense, counterclaim or otherwise, in any dispute with respect to this Agreement, (i) any claim that it is not personally subject to the Southern District jurisdiction of New York and appellate courts from any thereof; the Chosen Courts, (ii) consents any claim that it or its property is exempt or immune from jurisdiction of any such action court or proceeding may be brought and maintained from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and waives (iii) to the fullest extent permitted by applicable law, any objection claim that it may now or hereafter have to (A) the dispute in such court is brought in an inconvenient forum, (B) the venue of such action dispute is improper, or proceeding (C) this Agreement, or the subject matter hereof, may not be enforced in any or by such court or that such action or proceeding was brought in an inconvenient court and agrees not courts. To the fullest extent permitted by applicable law, each Party hereby consents to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; 4.2; provided that (ivx) agrees that nothing herein shall affect the right of any party to effect service of serve legal process in any other manner permitted by law and (y) each such party’s consent to jurisdiction and service contained in this Section 4.5(b) is solely for the purpose referred to in this Section 4.5(b) and shall not be deemed to be a general submission to said courts or shall limit in the right to xxx in any State of Delaware other jurisdiction; andthan for such purpose. (vc) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderEACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSand all claims or causes of action (whether in contract, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWtort or statute) that may be based upon, AND THE OBLIGATIONSarise out of or relate to this Agreement, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSor the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein (the “Jurisdiction”) without giving effect to any laws, rules or provisions of the Jurisdiction that would cause the application of the laws, rules or provisions of any jurisdiction other than the Jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in party agrees that it will bring any legal action or proceeding relating to in respect of any claim arising out of this Agreement or any documents executed and delivered the transactions contemplated hereby exclusively in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State Province of New YorkBritish Columbia (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the courts transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the United States of America for the Southern District of New York and appellate courts from any thereof; Chosen Courts, (ii) consents that waives any objection to laying venue in any such action or proceeding may be brought and maintained in such courts and the Chosen Courts, (iii) waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in Chosen Courts are an inconvenient court forum or do not have jurisdiction over any party and agrees not to plead or claim the same; (iiiiv) agrees that service of process upon such party in any such action or proceeding may will be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined effective if notice is given in accordance with Section 11 of this Agreement;‎Section 6.10. (ivc) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (vI) to the extent permitted by applicable lawNO REPRESENTATIVE, each party hereto irrevocably waives all right of trial by jury in any actionAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, proceeding or counterclaim based onEXPRESSLY OR OTHERWISE, or arising out ofTHAT SUCH OTHER PARTY WOULD NOT, under or in connection with this AgreementIN THE EVENT OF ANY ACTION, any other Transaction DocumentSUIT OR PROCEEDING, or any matter arising hereunder or thereunderSEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS ‎‎SECTION 6.5(C).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSand construed in accordance with, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWthe internal laws of the State of Delaware, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSwithout regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any documents executed other party or its Affiliates shall be brought and delivered determined in connection herewith, or for recognition and enforcement the Court of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts Chancery of the State of New YorkDelaware; provided, that if jurisdiction is not then available in the courts Court of Chancery of the United States State of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and maintained with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and waives any objection (c) that it may now or hereafter have to (i) the venue of such suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and agrees not to plead forum, (ii) the venue of such suit, action or claim the same; proceeding is improper or (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Documentor the subject matter hereof, may not be enforced in or any matter arising hereunder or thereunderby such courts. (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each including the validity hereof and the rights and obligations of the parties hereunder, all amendments and supplements hereto and the transactions contemplated hereby, and all actions or proceedings arising out of or relating to this Agreement, of any nature whatsoever, shall be construed in accordance with and governed by the domestic substantive laws of the State of Delaware without giving effect to any choice of law or conflicts of law provision or rule that might otherwise cause the application of the domestic substantive laws of any other jurisdiction. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the state and unconditionally: (i) submits for itself and its property federal courts located in the Borough of Manhattan within the State of New York in connection with any legal action dispute arising out of or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts transactions contemplated hereby (except for actions to enforce a judgment rendered by a state or federal court located in the Borough of Manhattan within the State of New York, the courts York in connection with any dispute that arises out of this Agreement or any of the United States of America for transactions), and each party hereby irrevocably waives, to the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives fullest extent permitted by applicable law, any objection that it which they may now or hereafter have to the laying of venue of any such action dispute brought in such court or proceeding any defense of inconvenient forum or lack of personal jurisdiction in respect of such dispute. Each of the parties hereto agrees that a judgment rendered in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding dispute may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to xxx in any other jurisdiction; andlaw. (vb) Each party hereto hereby waives to the fullest extent permitted by applicable law, each party hereto irrevocably waives all law any right of it may have to a trial by jury in respect of any action, legal proceeding directly or counterclaim based on, or indirectly arising out of, under or in connection with this AgreementAgreement or any transaction contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other Transaction Documentparty has represented, expressly or any matter arising hereunder or thereunderotherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 16.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS LAW OF THE STATE OF NEW YORK DELAWARE WITHOUT REFERENCE REGARD TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, submit to the nonexclusive general personal jurisdiction of the courts of the State of Delaware located in the County of New York, Castle and the Federal courts of the United States of America located in the County of New Castle solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the Southern District interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court located in the County of New York Castle. The parties hereby consent to and appellate courts from grant any thereof; (ii) consents such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 4.6 or in such other manner as may be brought permitted by law shall be valid and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;sufficient service thereof. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail)EACH PARTY MAKES THIS WAIVER VOLUNTARILY, postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; AND (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable lawEACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, each party hereto irrevocably waives all right of trial by jury in any actionAMONG OTHER THINGS, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.9.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard 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. In addition, each of the parties (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALexpressly submits to the personal jurisdiction and venue of the United States District Court for the Southern District of New York or any New York State court sitting in the Borough of Manhattan, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSCity of New York and appellate courts having jurisdiction of appeals from any of the foregoing (the “Chosen Courts”), OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWin the event any dispute (whether in contract, AND THE OBLIGATIONStort or otherwise) arises out of this Agreement or the transactions contemplated hereby, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each expressly waives any claim of the parties hereto hereby irrevocably lack of personal jurisdiction or improper venue and unconditionally: any claims that such courts are an inconvenient forum, and (ic) submits for itself and its property in agrees that it shall not bring any legal claim, action or proceeding relating to this Agreement or the transactions contemplated hereby in any documents executed and delivered in connection herewith, or for recognition and enforcement court other than the Chosen Courts. Each party hereby irrevocably consents to the service of process of any judgment in respect thereof, to the nonexclusive general jurisdiction of the aforementioned courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that in any such suit, action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to by the venue mailing of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy copies thereof by registered or certified mail (or any substantially similar form of mail)by overnight courier service, postage prepaid, to such Person at its address determined set forth in accordance with Section 11 of this Agreement; 8.6, such service to become effective 10 days after such mailing. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (ivi) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (vii) to the extent permitted by applicable lawACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, each party hereto irrevocably waives all right of trial by jury in any actionBY, proceeding or counterclaim based onAMONG OTHER THINGS, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.5.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALsubmits to the personal jurisdiction of the Delaware Court of Chancery in and for New Castle County, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSor in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such dispute, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWthe United States District Court for the District of Delaware, AND THE OBLIGATIONSor in the event (but only in the event) that such United States District Court also does not have jurisdiction over such dispute, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. any Delaware State court sitting in New Castle County, in the event any dispute (whether in contract, tort or otherwise) arises out of this Agreement or the transactions contemplated hereby, (b) Each of the parties hereto hereby irrevocably agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and unconditionally: (ic) submits for itself and its property in agrees that it shall not bring any legal claim, action or proceeding relating to this Agreement or the transactions contemplated hereby in any documents executed court other than the Delaware Court of Chancery in and delivered in connection herewithfor New Castle County, or for recognition and enforcement in the event (but only in the event) that such Delaware Court of any judgment in respect thereofChancery does not have subject matter jurisdiction over such claim, to the nonexclusive general jurisdiction of the courts of the State of New Yorkaction or proceeding, the courts of the United States of America District Court for the Southern District of New York and appellate courts from any thereof; Delaware, or in the event (iibut only in the event) consents that any such United States District Court also does not have jurisdiction over such claim, action or proceeding may be brought and maintained proceeding, any Delaware State court sitting in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) New Castle County. Each party agrees that service of process upon such party in any such claim, action or proceeding may shall be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined effective if notice is given in accordance with Section 11 the provisions of this Agreement; . EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (ivi) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (vii) to the extent permitted by applicable lawACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, each party hereto irrevocably waives all right of trial by jury in any actionBY, proceeding or counterclaim based onAMONG OTHER THINGS, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.9.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSand construed in accordance with, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWthe Laws of the State of New York applicable to contracts executed in and to be performed in that state. In any action among or between any of the Parties arising out of or relating to this Agreement, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each each of the Parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of federal and state courts in the State of New York and each of the parties hereto hereby (x) irrevocably and unconditionally: (i) submits with regard to any such proceeding for itself and in respect to its property property, generally and unconditionally, to the exclusive subject matter and exclusive personal jurisdiction of the aforesaid courts in the event any legal action dispute arises out of this Agreement or proceeding any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any Claim relating to this Agreement or any documents executed transaction contemplated hereby in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and delivered agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in connection herewithany proceeding with respect to this Agreement, or for recognition and enforcement (a) the defense of sovereign immunity, (b) any judgment in respect thereof, Claim that it is not personally subject to the nonexclusive general jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 8.7, (c) that it or its property is exempt or immune from jurisdiction of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts any such court or from any thereof; (ii) consents that any such action or proceeding may be brought and maintained legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and waives any objection that it may now or hereafter have (d) to the venue of such action or fullest extent permitted by applicable Law that (i) the proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum, (ii) the venue of such proceeding is improper and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Documentor the subject matter hereof, may not be enforced in or any matter arising hereunder or thereunderby such courts. (b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK YORK, WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS ITS CONFLICT OF LAWS, LAW PROVISIONS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i1) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement Indenture or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii2) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii3) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 11.04 of this AgreementIndenture; (iv4) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and (v5) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding Proceeding or counterclaim based on, or arising out of, under or in connection with this AgreementIndenture, any other Transaction Basic Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 1.11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Basic Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York. (b) Each of the parties Parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal action or proceeding relating with respect to this Agreement or any documents executed and delivered in connection herewiththe rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect thereofof this Agreement and the rights and obligations arising hereunder, to brought by the nonexclusive general jurisdiction of other Party hereto or its successors or assigns shall be brought and determined exclusively in any state or federal court in the courts of the State City of New York, Borough of Manhattan, so long as one of such courts shall have subject matter jurisdiction over such legal action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the courts state of New York. Each of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that parties hereto hereby irrevocably submits with regard to any such action or proceeding may be brought for itself and maintained in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (1) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (2) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and waives (3) to the fullest extent permitted by the applicable law, any objection claim that it may now (a) the suit, action or hereafter have to proceeding in such court is brought in an inconvenient forum, (b) the venue of such suit, action or proceeding is improper or (c) this Agreement, or the subject matter hereof, may not be enforced in any or by such court or that such action or proceeding was brought in an inconvenient court and agrees not courts. Each Party hereto hereby irrevocably consents to plead or claim the same; (iii) agrees that service of process in any such action action, suit or other proceeding may be effected by mailing a copy thereof by registered arising out of or certified mail (relating to this Agreement or any substantially similar form of mail)the transactions contemplated by this Agreement, postage prepaidon behalf of itself or its property, by U.S. registered mail to such Person at its party’s respective address determined set forth below, and nothing in accordance with this Section 11 of this Agreement; (iv8.07(b) agrees that nothing herein shall affect the right of any Party to effect service of serve legal process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andlaw. (vc) to the extent permitted by applicable lawEACH PARTY HERETO HEREBY WAIVES, each party hereto irrevocably waives all right of trial by jury in any actionTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, proceeding or counterclaim based onANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, or arising out ofACTION, under or in connection with this AgreementCLAIM OR OTHER PROCEEDING ARISING OUT OF, any other Transaction DocumentUNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (1) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, or any matter arising hereunder or thereunderEXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 8.07(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of The Agreement shall be governed by and construed in accordance with the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts laws of the State of New York applicable to agreements made and to be performed in such State. The Company submits to the non-exclusive jurisdiction of any Federal or State court in the City, County and State of New York, the courts of the United States of America for America, in any legal suit, action or proceeding based on or arising under the Southern District Agreement and agrees that all claims in respect of New York and appellate courts from any thereof; (ii) consents that any such action suit or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding determined in any such court court. The Company waives, to the extent permitted by law, the defense of an inconvenient forum or that objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding was brought proceeding. The Company hereby designates and appoints CT Corporation System (the “Process Agent”), as its authorized agent, upon whom process may be served in an inconvenient court any such legal suit, action or proceeding, it being understood that the designation and agrees not appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. Such appointment shall be irrevocable to plead or claim the same; (iii) extent permitted by applicable law and subject to the appointment of a successor agent in the United States on terms substantially similar to those contained in this Section 13 and reasonably satisfactory to you. If the Process Agent shall cease to act as agent for services of process, the Company shall appoint, without unreasonable delay, another such agent, and notify you of such appointment. The Company represents to the Underwriters that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company hereby authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to such party shall be deemed in every respect effective service of process upon the Company in any such legal suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing proceeding. Nothing herein shall affect the right of any Underwriter or any person controlling any Underwriter to effect service of serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, each party hereto irrevocably waives all right of trial by jury in any actionTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, proceeding or counterclaim based onANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderTHE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSand construed in accordance with, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWthe internal laws of the State of Delaware, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSwithout regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal action or proceeding relating arising out of or related to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereofhereof brought by any other party hereto or its successors or assigns may be brought and determined in the Court of Chancery in and for New Castle County in the State of Delaware (or, if such court lacks jurisdiction, any appropriate state or federal court in New Castle County in the State of Delaware) and in the applicable courts of appeal thereto, and each of the parties hereby irrevocably submits to the nonexclusive general exclusive jurisdiction of the aforesaid courts of the State of New Yorkfor itself and with respect to its property, the courts of the United States of America for the Southern District of New York generally and appellate courts from any thereof; (ii) consents that unconditionally, with regard to any such action or proceeding may be brought arising out of or relating to this Agreement and maintained the transactions contemplated hereby (and agrees not to commence any action, suit or proceeding relating thereto except in such courts). Each of the parties agrees further to accept service of process in any manner permitted by such courts. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or related to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure lawfully to serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and waives any objection that it may now or hereafter have (c) to the venue of such fullest extent permitted by law, that (i) the suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and agrees not to plead forum, (ii) the venue of such suit, action or claim the same; proceeding is improper, or (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Documentor the subject matter hereof, may not be enforced in or any matter arising hereunder or thereunderby such courts. (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall be deemed to be made in and in all respects shall be interpreted, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each construed and governed by and in accordance with the laws of the state of Oklahoma without regard to the conflict of law principles thereof. The parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, submit to the nonexclusive general jurisdiction of the courts of the State of New York, Oklahoma and the federal courts of the United States of America located in the State of Oklahoma solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the Southern District interpretation or enforcement hereof or of New York any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and appellate courts from the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a court. The parties hereby consent to and grant any thereof; (ii) consents such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in such manner as may be brought permitted by law shall be valid and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;sufficient service thereof. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail)EACH PARTY MAKES THIS WAIVER VOLUNTARILY, postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; AND (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable lawEACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, each party hereto irrevocably waives all right of trial by jury in any actionAMONG OTHER THINGS, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties expressly (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALsubmit to the personal jurisdiction and venue of the Chancery Court of Delaware, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSor if such court is unavailable, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWthe United States District Court for Delaware (the “Chosen Courts”), AND THE OBLIGATIONSin the event any dispute (whether in contract, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. tort or otherwise) arises out of this Agreement or the transactions contemplated hereby, (b) Each agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and waives any claim of the parties hereto hereby irrevocably lack of personal jurisdiction or improper venue and unconditionally: any claims that such courts are an inconvenient forum, and (ic) submits for itself and its property in agrees that it shall not bring any legal claim, action or proceeding relating to this Agreement or the transactions contemplated hereby in any documents executed court other than the Chosen Courts, and delivered in connection herewithstipulated preference ranking, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; preceding clause (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) a). Each party agrees that service of process upon such party in any such action claim, action, or proceeding may shall be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined effective if notice is given in accordance with Section 11 the provisions of this Agreement; . EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION, OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (ivi) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (vii) to the extent permitted by applicable lawACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, each party hereto irrevocably waives all right of trial by jury in any actionAMONG OTHER THINGS, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.5.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK YORK, WITHOUT REFERENCE REGARD TO CONFLICT OF LAW PROVISIONS THAT WOULD APPLY THE RULES THEREOF RELATING TO CONFLICTS LAW OF LAWS, ANY JURISDICTION OTHER THAN SECTIONS 5-1401 AND 5-1402 THE STATE OF THE NEW YORK GENERAL OBLIGATIONS LAWYORK, AND THE OBLIGATIONS, RIGHTS RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement;9.4; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and. (vc) to the extent permitted by applicable lawEACH PARTY HERETO HXXXBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderTHE OTHER BASIC DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. a. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (awhether of the State of Delaware or any other jurisdiction) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALthat would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each each of the parties hereto hereby irrevocably and unconditionally: (i) submits to the personal jurisdiction of the Delaware Court of Chancery in and for itself New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such dispute, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have jurisdiction over such dispute, any Delaware State court sitting in New Castle County, in the event any dispute (whether in contract, tort or otherwise) arises out of this Agreement or the transactions contemplated hereby, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and its property in (iii) agrees that it shall not bring any legal claim, action or proceeding relating to this Agreement or the transactions contemplated hereby in any documents executed court other than the Delaware Court of Chancery in and delivered in connection herewithfor New Castle County, or for recognition and enforcement in the event (but only in the event) that such Delaware Court of any judgment in respect thereofChancery does not have subject matter jurisdiction over such claim, to the nonexclusive general jurisdiction of the courts of the State of New Yorkaction or proceeding, the courts of the United States of America District Court for the Southern District of New York and appellate courts from any thereof; Delaware, or in the event (iibut only in the event) consents that any such United States District Court also does not have jurisdiction over such claim, action or proceeding may be brought and maintained proceeding, any Delaware State court sitting in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) New Castle County. Each party agrees that service of process upon such party in any such claim, action or proceeding may shall be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined effective if notice is given in accordance with Section 11 the provisions of this Agreement;. (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) b. Each party hereby waives, to the fullest extent permitted by applicable lawLaw, each party hereto irrevocably waives all any right of it may have to a trial by jury in respect of any actionsuit, action or other proceeding or counterclaim based on, or arising out ofof this Agreement or any transaction contemplated hereby. Each party (i) certifies and acknowledges that no representative, under agent or in connection with this Agreement, attorney of any other Transaction Documentparty has represented, expressly or any matter arising hereunder or thereunderotherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, and (ii) acknowledges that it understands and has considered the implications of this waiver and makes this waiver voluntarily, and that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 9(b).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALAny questions, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSclaims, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWdisputes, AND THE OBLIGATIONSremedies or Actions arising from or related to this Agreement, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSand any relief or remedies sought by any parties hereunder, shall be governed exclusively by the laws of the State of Delaware, without regard to any conflict of laws provisions thereof that would result in the application of the laws of another jurisdiction. (b) Each of To the parties fullest extent permitted by applicable Law, each party hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal claim, action or proceeding relating to by such party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the transactions contemplated hereby shall be brought only in the United States District Court for the District of Delaware or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts court of the State of New YorkDelaware, the courts of and not in any other State or Federal court in the United States of America for the Southern District of New York and appellate courts from or any thereof; court in any other country, (ii) consents that any such action or proceeding may be brought and maintained in agrees to submit to the exclusive jurisdiction of such courts located in Delaware for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby, (iii) waives and waives agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such Action brought in such a court or any claim that any such Action brought in such a court has been brought in an inconvenient forum, (iv) agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11.03 or any such court or that such action or proceeding was brought in an inconvenient court other manner as may be permitted by Law shall be valid and agrees not to plead or claim the same; sufficient service thereof, and (iiiv) agrees that service of process a final judgment in any such action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or applicable Law. The preceding sentence shall not limit the right to xxx jurisdiction of the Accounting Arbitrator set forth in any other jurisdiction; andSection 2.04, although claims described in the preceding sentence may be asserted in such courts for purposes of enforcing the jurisdiction and judgments of the Accounting Arbitrator. (vc) Each party hereby waives, to the fullest extent permitted by applicable lawLaw, each party hereto irrevocably waives all any right of it may have to a trial by jury in respect of any action, proceeding litigation directly or counterclaim based on, or indirectly arising out of, under or in connection with this Agreement, any other Transaction Document, Ancillary Agreement or any matter arising hereunder transaction contemplated hereby or thereunderthereby. Each party (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the Ancillary Agreements, as applicable, by, among other things, the mutual waivers and certifications in this Section 11.10.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThe Deposit Agreement and the ADRs shall be interpreted in accordance with, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSand all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each the laws of the parties hereto hereby irrevocably State of New York applicable to contracts made and unconditionally: (i) submits for itself and its property to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement, any legal action or proceeding relating to this Agreement ADR or any documents executed and delivered in connection herewith, present or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction future provisions of the courts laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of Ireland (or, if applicable, such other laws as may govern the Deposited Securities). Except as set forth in the following paragraph of this Section 7.6, the Company and the Depositary agree that the federal or state courts in the City of New York shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection with the Deposit Agreement and, for such purposes, each irrevocably submits to the non-exclusive jurisdiction of such courts. The Company hereby irrevocably designates, appoints and empowers National Registered Agents, Inc., (the “Agent”) now at 800 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, XX, 00000 as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.6. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York on the terms and for the purposes of this Section 7.6 reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 7.5. The Company agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in the event that a Holder or Beneficial Owner brings a suit, action or proceeding against (a) the Company, (b) the Depositary in its capacity as Depositary under the Deposit Agreement or (c) against both the Company and the Depositary, in any such case, in any state or federal court of the United States, and the Depositary or the Company have any claim, for indemnification or otherwise, against each other arising out of the subject matter of such suit, action or proceeding, then the Company and the Depositary may pursue such claim against each other in the state or federal court in the United States in which such suit, action, or proceeding is pending and, for such purposes, the Company and the Depositary irrevocably submit to the non-exclusive jurisdiction of America such courts. The Company agrees that service of process upon the Agent in the manner set forth in the preceding paragraph shall be effective service upon it for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such suit, action or proceeding may be brought against it as described in this paragraph. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADRS OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). The Company irrevocably and maintained in such courts and waives unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of such action any actions, suits or proceeding proceedings brought in any such court or that such action or proceeding was brought as provided in an inconvenient court this Section 7.6, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim the same; (iii) agrees that service of process in any such action court that any such action, suit or proceeding may be effected by mailing a copy thereof by registered or certified mail (or brought in any substantially similar form of mail), postage prepaidsuch court has been brought in an inconvenient forum. The Company irrevocably and unconditionally waives, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the fullest extent permitted by applicable law, each party hereto irrevocably waives all and agrees not to plead or claim, any right of trial by jury immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consents to such relief and enforcement against it, its assets and its revenues in any actionjurisdiction, proceeding or counterclaim based on, or in each case with respect to any matter arising out of, under or in connection with this with, the Deposit Agreement, any other Transaction DocumentADR or the Deposited Securities. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement. The provisions of this Section 7.6 shall survive any termination of the Deposit Agreement, in whole or any matter arising hereunder or thereunderin part.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement and, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSunless expressly provided therein, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWeach Ancillary Agreement (and any claims or disputes arising out of or related hereto or thereto or to the transactions contemplated hereby and thereby or to the inducement of any party to enter herein and therein, AND THE OBLIGATIONSwhether for breach of contract, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWStortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware including all matters of validity, construction, effect, enforceability, performance and remedies. (b) Each of the parties Party hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal action or proceeding litigation relating to any Dispute with respect to this Agreement or any documents executed and delivered in connection herewiththe rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect thereofof this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely in the case that the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”). Each of the Parties hereto hereby irrevocably submits with regard to any such Dispute for itself and in respect of its property, generally and unconditionally, to the nonexclusive general personal jurisdiction of the courts Chosen Courts and agrees that it will not bring any action relating to this Agreement or any of the State of New York, transactions contemplated by this Agreement in any court other than the courts Chosen Courts. Each of the United States Parties hereto hereby irrevocably waives, and agrees not to assert, by way of America for motion, as a defense, counterclaim or otherwise, in any Dispute with respect to this Agreement, (i) any claim that it is not personally subject to the Southern District jurisdiction of New York and appellate courts from any thereof; the Chosen Courts, (ii) consents any claim that it or its property is exempt or immune from jurisdiction of any such action court or proceeding may be brought and maintained from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and waives (iii) to the fullest extent permitted by applicable Law, any objection claim that it may now or hereafter have to (A) the Dispute in such court is brought in an inconvenient forum, (B) the venue of such action Dispute is improper or proceeding (C) this Agreement, or the subject matter hereof, may not be enforced in any or by such court or that such action or proceeding was brought in an inconvenient court and agrees not courts. To the fullest extent permitted by applicable Law, each Party hereto hereby consents to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; 10.5; provided that (ivI) agrees that nothing herein shall affect the right of any Party to effect service of serve legal process in any other manner permitted by law Law and (II) each such Party’s consent to jurisdiction and service contained in this Section 10.2(b) is solely for the purpose referred to in this Section 10.2(b) and shall not be deemed to be a general submission to said courts or shall limit in the right to xxx in any State of Delaware other jurisdiction; andthan for such purpose. (vc) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderEACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts entered into and performed entirely within such State. (b) Each Any claim, action, suit or proceeding (whether in contract or tort) seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be heard and determined in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction of such courts (and unconditionally: (i) submits for itself and its property of the appropriate appellate courts therefrom in any legal action such claim, action, suit or proceeding relating to this Agreement or any documents executed proceeding) and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereofirrevocably waives, to the nonexclusive general jurisdiction of the courts of the State of New Yorkfullest extent permitted by law, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the laying of venue of any such action claim, action, suit or proceeding in any such court or that any such action claim, action, suit or proceeding was that is brought in any such court has been brought in an inconvenient court and agrees not to plead or claim the same;forum. (iiic) Subject to applicable Law, process in any such claim, action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing and subject to applicable Law, each party agrees that service of process on such party as provided in any Section 8.10 shall be deemed effective service of process on such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing party. Nothing herein shall affect the right of any party to effect service of serve legal process in any other manner permitted by law Law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable lawat equity. WITH RESPECT TO ANY SUCH CLAIM, each party hereto irrevocably waives all right of trial by jury in any actionACTION, proceeding or counterclaim based onSUIT OR PROCEEDING IN ANY SUCH COURT, or arising out ofTO THE EXTENT NO PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, under or in connection with this AgreementEACH OF THE PARTIES IRREVOCABLY WAIVES AND RELEASES TO THE OTHER ITS RIGHT TO A TRIAL BY JURY, any other Transaction Document, or any matter arising hereunder or thereunderAND AGREES THAT IT WILL NOT SEEK A TRIAL BY JURY IN ANY SUCH PROCEEDING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 8.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). (b) Each of the parties hereto hereby Party irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal action or proceeding arising out of or relating to this Agreement or any documents executed and delivered in connection herewithAgreement, the other Transaction Documents, or for recognition the Transactions contemplated hereby or thereby brought by any other party or its successors or assigns shall be brought and enforcement determined in the Delaware Court of Chancery and any judgment state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in respect thereofwhich case, in any Delaware state or federal court within the State of Delaware), and each of the parties hereby irrevocably submits to the nonexclusive general exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement, the other Transaction Documents and the Transactions contemplated hereby and thereby. Each Party agrees not to commence any action, suit or proceeding relating thereto in any court other than the courts of the State of Delaware, as described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each Party irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in this Section 10.09(b) and further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. However, the foregoing shall not limit the right of a Party to effect service of process on the other party by any other legally available method. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement, the other Transaction Documents and the Transactions contemplated hereby and thereby, (a) any claim that it is not personally subject to the jurisdiction of the courts of the State of New YorkDelaware, the courts as described above, for any reason, (b) that it or its property is exempt or immune from jurisdiction of the United States of America for the Southern District of New York and appellate courts any such court or from any thereof; (ii) consents that any such action or proceeding may be brought and maintained legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and waives any objection (c) that it may now or hereafter have to (i) the venue of such suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and agrees not to plead forum, (ii) the venue of such suit, action or claim the same; proceeding is improper or (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Documentor the subject matter hereof, may not be enforced in or any matter arising hereunder or thereunderby such courts. (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; ; (ii) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 1.11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Basic Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSwhether for breach of contract, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWtortious conduct or otherwise and whether predicated on common law, AND THE OBLIGATIONSstatute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSincluding all matters of validity, construction, effect, enforceability, performance and remedies. (b) Each of the parties hereto hereby Party irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal action or proceeding litigation relating to any Dispute with respect to this Agreement or any documents executed and delivered in connection herewiththe rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect thereofof this Agreement and the rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely in the case that the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”). Each of the Parties hereto hereby irrevocably submits with regard to any such Dispute for itself and in respect of its property, generally and unconditionally, to the nonexclusive general personal jurisdiction of the courts Chosen Courts and agrees that it will not bring any action relating to this Agreement or any of the State of New York, transactions contemplated by this Agreement in any court other than the courts Chosen Courts. Each of the United States Parties hereto hereby irrevocably waives, and agrees not to assert, by way of America for motion, as a defense, counterclaim or otherwise, in any Dispute with respect to this Agreement, (i) any claim that it is not personally subject to the Southern District jurisdiction of New York and appellate courts from any thereof; the Chosen Courts, (ii) consents any claim that it or its property is exempt or immune from jurisdiction of any such action court or proceeding may be brought and maintained from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and waives (iii) to the fullest extent permitted by applicable Law, any objection claim that it may now or hereafter have to (A) the Dispute in such court is brought in an inconvenient forum, (B) the venue of such action Dispute is improper, or proceeding (C) this Agreement, or the subject matter hereof, may not be enforced in any or by such court or that such action or proceeding was brought in an inconvenient court and agrees not courts. To the fullest extent permitted by applicable Law, each Party hereby consents to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; 16.05; provided that (ivx) agrees that nothing herein shall affect the right of any Party to effect service of serve legal process in any other manner permitted by law Law and (y) each such Party’s consent to jurisdiction and service contained in this Section 16.02(b) is solely for the purpose referred to in this Section 16.02(b) and shall not be deemed to be a general submission to said courts or shall limit in the right to xxx in any State of Delaware other jurisdiction; andthan for such purpose. (vc) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderEACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALAny questions, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSclaims, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWdisputes, AND THE OBLIGATIONSremedies or Actions arising from or related to this Agreement, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSand any relief or remedies sought by any parties hereunder, shall be governed exclusively by the laws of the State of New York, without regard to any conflict of laws provisions thereof that would result in the application of the laws of another jurisdiction. (b) Each of To the parties fullest extent permitted by applicable Law, each party hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal claim, action or proceeding relating to by such party seeking any relief whatsoever arising out of, or in connection with, this Agreement or any documents executed and delivered the transactions contemplated hereby shall be brought only in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, York in the courts County of New York or the United States of America District Court for the Southern District of New York York, and appellate courts from not in any thereof; other State or Federal court in the United States of America or any court in any other country, (ii) consents that any such action or proceeding may be brought and maintained in agrees to submit to the exclusive jurisdiction of such courts located in New York for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby, (iii) waives and waives agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such Action brought in such a court or any claim that any such Action brought in such a court has been brought in an inconvenient forum, (iv) agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11.03 or any such court or that such action or proceeding was brought in an inconvenient court other manner as may be permitted by Law shall be valid and agrees not to plead or claim the same; sufficient service thereof, and (iiiv) agrees that service of process a final judgment in any such action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or applicable Law. The preceding sentence shall not limit the right to xxx jurisdiction of the Accounting Arbitrator set forth in any other jurisdiction; andSection 2.04, although claims described in the preceding sentence may be asserted in such courts for purposes of enforcing the jurisdiction and judgments of the Accounting Arbitrator. (vc) Each party hereby waives, to the fullest extent permitted by applicable lawLaw, each party hereto irrevocably waives all any right of it may have to a trial by jury in respect of any action, proceeding litigation directly or counterclaim based on, or indirectly arising out of, under or in connection with this Agreement, any Ancillary Agreement or the Transactions. Each party (i) certifies that no representative, agent or attorney of any other Transaction Documentparty has represented, expressly or any matter arising hereunder or thereunderotherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the Ancillary Agreements, as applicable, by, among other things, the mutual waivers and certifications in this Section 11.10.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (awhether of the State of Delaware or any other jurisdiction) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) that would cause or permit the application of laws of any jurisdictions other than those of the State of Delaware. Each of the parties hereto hereby (A) irrevocably and unconditionally: (i) unconditionally submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general exclusive personal jurisdiction of the courts Court of Chancery of the State of New YorkDelaware, the courts of the United States of America for the Southern District of New York or, if that court does not have jurisdiction, a state or federal court sitting in Wilmington, Delaware (and in each case, any appellate courts from thereof) in any thereof; action or proceeding arising out of or relating to this Agreement, (iiB) consents agrees that any all claims in respect of such action or proceeding may be brought heard and maintained determined in any such courts court, (C) irrevocably and waives any objection unconditionally agrees that it may now shall not attempt to deny or hereafter have defeat such personal jurisdiction by motion or other request for leave from any such court and (D) agrees not to the venue of such bring any action or proceeding arising out of or relating to this Agreement in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) other court. Each party agrees that service of process a final judgment in any such action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably and unconditionally waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party hereto may make service on another party by sending or delivering a copy thereof by registered or certified mail (or any substantially similar form of mail)the process to the party to be served at the address and in the manner provided for the giving of notices in Section 8.8. Nothing in this Section 8.5, postage prepaidhowever, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right of any party to effect service of serve legal process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and law. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (vWHETHER BASED ON CONTRACT, TORT OR OTHERWISE) to the extent permitted by applicable lawARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, each party hereto irrevocably waives all right of trial by jury in any actionADMINISTRATION, proceeding or counterclaim based onPERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY (A) MAKES THIS WAIVER VOLUNTARILY AND (B) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, or arising out ofAMONG OTHER THINGS, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderTHE MUTUAL WAIVERS CONTAINED IN THIS SECTION 8.5.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement and all disputes, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWScauses of action, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWcontroversies or claims that may be based upon, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each arise out of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating relate to this Agreement or the negotiation, execution or performance hereof or thereof, shall be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to any documents executed choice or conflict of law provision or rule (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland. Subject to Section 10.01, each of the Parties, on behalf of itself and delivered the members of its Group (as applicable) irrevocably agrees that it shall bring any Action in respect of any claim arising out of or related to this Agreement and the rights and obligations arising in connection herewith, or for recognition and enforcement of any judgment in respect thereofof this Agreement and the rights and obligations arising hereunder brought by any other Party or its successors or assigns (“Proceedings”), exclusively in (i) the Circuit Court for Baltimore City, Maryland, (ii) in the event (but only in the event) that such court does not have subject matter jurisdiction over such Proceeding, the United States District Court for the District of Maryland, Baltimore Division or (iii) in the event (but only in the event) that such courts identified in clauses (i) and (ii) do not have subject matter jurisdiction over such Proceeding, any other state or federal court located within the State of Maryland (the “Chosen Courts”), and solely in connection with Proceedings (A) irrevocably submits to the nonexclusive general exclusive jurisdiction of the courts Chosen Courts, (B) irrevocably waives any claim that it is not personally subject to the jurisdiction of the State Chosen Courts for any reason other than the failure to serve in accordance with this Section 10.06 and any claim that it or its property is exempt or immune from the jurisdiction of New York, the courts of the United States of America for the Southern District of New York and appellate courts any such court or from any thereof; legal process commenced in the Chosen Courts (iiwhether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (C) consents that irrevocably submits to the exclusive venue of any such action or proceeding may be brought and maintained Proceeding in such courts the Chosen Courts and waives any objection that it may now or hereafter have to the laying venue of such action or proceeding in any such court Proceeding in the Chosen Courts and (D) waives any objection that the Chosen Courts are an inconvenient forum, do not have jurisdiction over any Party or that this Agreement, or the subject matter hereof, may not be enforced in or by such action courts. In the case of any Proceeding in the Circuit Court for Baltimore City, Maryland or proceeding was any other state court located in the State of Maryland, each of the Parties irrevocably agrees to request and/or consent to the assignment of any such Proceeding to such court’s Business and Technology Case Management Program. Each Party agrees that a final judgment in any Proceeding brought in an inconvenient court the Chosen Courts shall be conclusive and agrees not binding upon each of the Parties and may be enforced in any other courts the jurisdiction of which each of the Parties is or may be subject, by suit upon such judgment. Each Party irrevocably consents to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined the manner provided for notices in Section 10.11 in accordance with Section 11 of this Agreement; (iv) applicable Law and agrees that nothing herein service made in such manner shall have the same legal force and effect as if served upon such Party personally within the State of Maryland. Nothing in this Agreement shall affect the right of any Party to effect service of serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andLaw. (vb) to the extent permitted by applicable lawEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, each party hereto irrevocably waives all right of trial by jury in any actionAND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, proceeding or counterclaim based onAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, or arising out ofEXPRESSLY OR OTHERWISE, under or in connection with this AgreementTHAT SUCH OTHER PARTY WOULD NOT, any other Transaction DocumentIN THE EVENT OF LITIGATION, or any matter arising hereunder or thereunderSEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.06(b).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSand construed in accordance with, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each the Laws of the parties hereto hereby irrevocably State of Texas, applicable to contracts executed in and unconditionally: (i) submits for itself to be performed entirely within that state. All actions and its property in any legal action proceedings arising out of or proceeding relating to this Agreement shall be heard and determined in any Texas state or any documents executed federal court sitting in Houston, Texas, and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, the Parties hereby irrevocably submit to the nonexclusive general exclusive jurisdiction of the such courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that in any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have irrevocably waive the defense of an inconvenient forum to the venue maintenance of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not proceeding. Each Party irrevocably consents to plead or claim the same; (iii) agrees that service of any and all process in any such action or proceeding may be effected by the mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, copies of such process to such Person Party at its address determined specified in accordance with Section 11 of 11.02. The Parties agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Nothing in this Agreement; (iv) agrees that nothing herein Section 11.09 shall affect the right of any Party to effect service of serve legal process in any other manner permitted by law or applicable Law. The consents to jurisdiction set forth in this Section 11.09 shall limit not constitute general consents to service of process in the right State of Texas and shall have no effect for any purpose except as provided in this Section 11.09 and shall not be deemed to xxx in confer rights on any person other jurisdiction; andthan the Parties. (vb) to the extent permitted by applicable lawEACH OF THE PARTIES (ON ITS BEHALF AND, each party hereto irrevocably waives all right of trial by jury in any actionTO THE EXTENT PERMITTED BY APPLICABLE LAW, proceeding or counterclaim based onON BEHALF OF ITS AFFILIATES) HEREBY IRREVOCABLY WAIVES, or arising out ofTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, under or in connection with this AgreementANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, any other Transaction DocumentPROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, or any matter arising hereunder or thereunderTORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (ai) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Assignment Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). (bii) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal action or proceeding relating Action with respect to this Assignment Agreement or any documents executed and delivered in connection herewiththe rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect thereofof this Assignment Agreement and the rights and obligations arising hereunder brought by any party hereto or its successors or assigns, to shall be brought and determined exclusively in the nonexclusive general jurisdiction Court of the courts Chancery of the State of New YorkDelaware, or in the courts event (but only in the event) that such court does not have subject matter jurisdiction over such Action, in the Superior Court of the United States State of America Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5(h) or in such other manner as may be permitted by applicable Laws, shall be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the Southern District personal jurisdiction of New York the aforesaid courts and appellate agrees that it shall not bring any Action relating to this Assignment Agreement or any of the transactions contemplated by this Assignment Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Assignment Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Assignment Agreement and the rights and obligations arising hereunder: (i) any claim that it is not personally subject to the jurisdiction of the above-named courts from for any thereof; reason other than the failure to serve process in accordance with this Section 5(h); (ii) consents any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper, or (C) this Assignment Agreement or the subject matter hereof may not be enforced in any or by such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;courts. (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS ASSIGNMENT AGREEMENT OR THE ANCILLARY DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS ASSIGNMENT AGREEMENT AND THE ANCILLARY DOCUMENTS. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (or any substantially similar form of mailA) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF AN ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS ASSIGNMENT AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION(5H), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each including the validity hereof and the rights and obligations of the parties hereunder, all amendments and supplements hereto and the transactions contemplated hereby, and all actions or proceedings arising out of or relating to this Agreement, of any nature whatsoever, shall be construed in accordance with and governed by the domestic substantive laws of the State of Delaware without giving effect to any choice of law or conflicts of law provision or rule that might otherwise cause the application of the domestic substantive laws of any other jurisdiction. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the state and unconditionally: (i) submits for itself and its property federal courts located in the Borough of Manhattan within the State of New York in connection with any legal action dispute arising out of or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts transactions contemplated hereby (except for actions to enforce a judgment rendered by a state or federal court located in the Borough of Manhattan within the State of New York, the courts York in connection with any dispute that arises out of this agreement or any of the United States of America for transactions), and each party hereby irrevocably waives, to the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives fullest extent permitted by applicable law, any objection that it which they may now or hereafter have to the laying of venue of any such action dispute brought in such court or proceeding any defense of inconvenient forum or lack of personal jurisdiction in respect of such dispute. Each of the parties hereto agrees that a judgment rendered in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding dispute may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to xxx in any other jurisdiction; andlaw. (vb) Each party hereto hereby waives to the fullest extent permitted by applicable law, each party hereto irrevocably waives all law any right of it may have to a trial by jury in respect of any action, legal proceeding directly or counterclaim based on, or indirectly arising out of, under or in connection with this AgreementAgreement or any transaction contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other Transaction Documentparty has represented, expressly or any matter arising hereunder or thereunderotherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 24.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.. 8 Administration Agreement (DRIVE 2018-1)

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement and all matters arising out of or relating to this Agreement or any of the transactions contemplated hereby, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSincluding all rights of the Parties (whether sounding in contract, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWtort, AND THE OBLIGATIONScommon or statutory Law, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSequity or otherwise), shall be interpreted, construed and governed by and in accordance with the internal Laws of the State of Delaware without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than those of the State of Delaware. (b) Each of the parties hereto hereby irrevocably and unconditionally: Parties (i) submits for consents to submit itself and its property to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any legal action Legal Proceeding arising out of or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New Yorktransactions contemplated by this Agreement, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents agrees that all Claims in respect of any such action or proceeding Legal Proceeding may be brought heard and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding determined in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; court, (iii) agrees that service of process in it shall not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail)court, postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees not to bring any Legal Proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement (whether in contract, tort, common or statutory Law, equity or otherwise) in any other court and (v) agrees that nothing herein a final judgment in any such Legal Proceeding shall affect be conclusive and may be enforced in other jurisdictions by suit on the right to effect service of process judgment or in any other manner permitted provided by law or applicable Law. For the avoidance of doubt, the preceding sentence shall not limit the right to xxx jurisdiction of the Accounting Firm as set forth in Section 3.6 and shall include any other jurisdiction; and (v) Legal Proceeding brought for the purpose of enforcing the jurisdiction and judgments of the Accounting Firm. Each of the Parties waives any defense of inconvenient forum to the extent maintenance of any Legal Proceeding brought in accordance with this Section 11.9(b). Each of the Parties agrees that the service of any process, summons, notice or document in connection with any such Legal Proceeding in the manner provided in Section 11.2 or in such other manner as may be permitted by applicable lawLaw, each party hereto irrevocably waives all right of trial by jury in any actionwill be valid and sufficient service thereof. (c) NOTWITHSTANDING THE FOREGOING, proceeding or counterclaim based onWITH RESPECT TO ANY CLAIM, or arising out ofSUIT, under or in connection with this AgreementACTION OR PROCEEDING OF ANY KIND OR DESCRIPTION, any other Transaction DocumentWHETHER IN LAW OR IN EQUITY, or any matter arising hereunder or thereunderWHETHER IN CONTRACT OR IN TORT OR OTHERWISE, INVOLVING ANY FINANCING SOURCES UNDER THE DEBT FINANCING OR ANY AFFILIATE THEREOF ARISING OUT OF OR RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE DEBT FINANCING COMMITMENT, THE DEBT FINANCING OR THE PERFORMANCE OF SERVICES THEREUNDER, THE PARTIES HERETO AGREE THAT (I) SUCH CLAIMS, SUITS, ACTIONS OR PROCEEDINGS SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL COURTS LOCATED IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY NEW YORK STATE COURT, IN EACH CASE, SITTING IN THE COUNTY OF NEW YORK, AND (II) THEY SHALL NOT BRING OR PERMIT ANY OF THEIR AFFILIATES TO BRING OR SUPPORT ANYONE ELSE IN BRINGING ANY SUCH CLAIM, SUIT, ACTION OR PROCEEDING IN ANY OTHER COURT. (d) EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY DISPUTE ARISING OUT OF OR RELATING TO THE DEBT FINANCING, THE DEBT FINANCING COMMITMENT OR THE PERFORMANCE THEREOF. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A LEGAL PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION, (III) UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND (IV) MAKES THIS WAIVER VOLUNTARILY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement and, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSunless expressly provided therein, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWeach Ancillary Agreement, AND THE OBLIGATIONSand all Disputes that may be based upon, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each arise out of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating relate to this Agreement or such Ancillary Agreement or the negotiation, execution or performance hereof or thereof, shall be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to any documents executed choice or conflict of law provision or rule (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland. Subject to Article VII, each of the Parties, on behalf of itself and delivered the members of its Group (as applicable), irrevocably agrees that it shall bring any Action in respect of any claim arising out of or related to this Agreement (and, unless otherwise expressly provided therein, each Ancillary Agreement) and the rights and obligations arising in connection herewithherewith or therewith, or for recognition and enforcement of any judgment in respect thereofof this Agreement (and, unless otherwise expressly provided therein, each Ancillary Agreement) and the rights and obligations arising hereunder or thereunder brought by any other Party or its successors or assigns (“Proceedings”), exclusively in (i) the Circuit Court for Baltimore City, Maryland, (ii) in the event (but only in the event) that such court does not have subject matter jurisdiction over such Proceeding, the United States District Court for the District of Maryland, Baltimore Division or (iii) in the event (but only in the event) that such courts identified in clauses (i) and (ii) do not have subject matter jurisdiction over such Proceeding, any other state or federal court located within the State of Maryland (the “Chosen Courts”), and solely in connection with Proceedings (A) irrevocably submits to the nonexclusive general exclusive jurisdiction of the courts Chosen Courts, (B) irrevocably waives any claim that it is not personally subject to the jurisdiction of the State Chosen Courts for any reason other than the failure to serve in accordance with this Section 10.2 and any claim that it or its property is exempt or immune from the jurisdiction of New York, the courts of the United States of America for the Southern District of New York and appellate courts any such court or from any thereof; legal process commenced in the Chosen Courts (iiwhether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (C) consents that irrevocably submits to the exclusive venue of any such action or proceeding may be brought and maintained Proceeding in such courts the Chosen Courts and waives any objection that it may now or hereafter have to the laying venue of such action or proceeding in any such court Proceeding in the Chosen Courts and (D) waives any objection that the Chosen Courts are an inconvenient forum, do not have jurisdiction over any Party or that this Agreement (and, unless otherwise expressly provided therein, each Ancillary Agreement), or the subject matter hereof or thereof, may not be enforced in or by such action courts. In the case of any Proceeding in the Circuit Court for Baltimore City, Maryland or proceeding was any other state court located in the State of Maryland, each of the Parties irrevocably agrees to request and/or consent to the assignment of any such Proceeding to such court’s Business and Technology Case Management Program. Each Party agrees that a final judgment in any Proceeding brought in an inconvenient court the Chosen Courts shall be conclusive and agrees not binding upon each of the Parties and may be enforced in any other courts the jurisdiction of which each of the Parties is or may be subject, by suit upon such judgment. Each Party irrevocably consents to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined the manner provided for notices in Section 10.5 in accordance with Section 11 of this Agreement; (iv) applicable Law and agrees that nothing herein service made in such manner shall have the same legal force and effect as if served upon such Party personally within the State of Maryland. Nothing in this Agreement shall affect the right of any Party to effect service of serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andLaw. (vb) to the extent permitted by applicable lawEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, each party hereto irrevocably waives all right of trial by jury in any actionAND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, proceeding or counterclaim based onANY ANCILLARY AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, or arising out ofAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, under or in connection with this AgreementEXPRESSLY OR OTHERWISE, any other Transaction DocumentTHAT SUCH OTHER PARTY WOULD NOT, or any matter arising hereunder or thereunderIN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.2(B).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSand construed and enforced in accordance with, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWthe laws of the State of Delaware, AND THE OBLIGATIONSwithout regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each each of the parties hereto hereby irrevocably and unconditionally: (i) submits to the personal jurisdiction of the Delaware Court of Chancery in and for itself New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such dispute, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have jurisdiction over such dispute, any Delaware State court sitting in New Castle County, in the event any dispute (whether in contract, tort or otherwise) arises out of this Agreement or the transactions contemplated hereby, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and its property in (iii) agrees that it shall not bring any legal claim, action or proceeding relating to this Agreement or the transactions contemplated hereby in any documents executed court other than the Delaware Court of Chancery in and delivered in connection herewithfor New Castle County, or for recognition and enforcement in the event (but only in the event) that such Delaware Court of any judgment in respect thereofChancery does not have subject matter jurisdiction over such claim, to the nonexclusive general jurisdiction of the courts of the State of New Yorkaction or proceeding, the courts of the United States of America District Court for the Southern District of New York and appellate courts from any thereof; Delaware, or in the event (iibut only in the event) consents that any such United States District Court also does not have jurisdiction over such claim, action or proceeding may be brought and maintained proceeding, any Delaware State court sitting in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) New Castle County. Each party agrees that service of process upon such party in any such claim, action or proceeding may shall be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined effective if notice is given in accordance with Section 11 the provisions of this Agreement;. (ivb) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) Each party hereby waives, to the fullest extent permitted by applicable lawLaw, each party hereto irrevocably waives all any right of it may have to a trial by jury in respect of any actionsuit, action or other proceeding or counterclaim based on, or arising out ofof this Agreement or any transaction contemplated hereby. Each party (i) certifies and acknowledges that no Representative, under agent or in connection with this Agreement, attorney of any other Transaction Documentparty has represented, expressly or any matter arising hereunder or thereunderotherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, and (ii) acknowledges that it understands and has considered the implications of this waiver and makes this waiver voluntarily, and that it and the other parties have been induced to enter into the Agreement by, among other things, the mutual waivers and certifications in this Section 5.11(b).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement and all matters, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSclaims, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWcontroversies, AND THE OBLIGATIONSdisputes, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each suits, actions or proceedings arising out of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement and the negotiation, execution or performance of this Agreement or any documents executed and delivered of the transactions contemplated hereby, including all rights of the Parties (whether sounding in contract, tort, common or statutory law, equity or otherwise) in connection herewiththerewith, or for recognition shall in all respects be interpreted, construed and enforcement of any judgment governed by and in respect thereofaccordance with, to and enforced pursuant to, the nonexclusive general jurisdiction internal laws of the courts of the State state of New York, without reference to conflicts of laws provisions, and the courts obligations, rights and remedies of the United States parties hereunder shall be determined in accordance with such laws. Each of America for the Southern District Parties irrevocably submits to the co-exclusive jurisdiction of (a) any state or federal court sitting in the Borough of Manhattan, New York, New York (and, in each case, any appellate court therefrom) and appellate courts from (b) to the extent provided in the Approval Order, the Bankruptcy Court in respect of any thereof; (ii) consents that any such action claim, action, suit or proceeding may be brought of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, arising out of, relating to or in connection with this Agreement. Each Party irrevocably waives and maintained in such courts and waives agrees not to assert, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding proceedings in any such court or and any claim that any proceeding brought in any such action or proceeding was court has been brought in an inconvenient court and agrees not to plead or claim forum. Each of the same; (iii) Parties agrees that service of process a final judgment in any such claim, suit, action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to xxx in any other jurisdiction; and law. EACH PARTY (vA) to the extent permitted by applicable lawACKNOWLEDGES AND AGREES THAT ANY PROCEEDING THAT MAY ARISE UNDER OR RELATE TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND (B) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, each party hereto irrevocably waives all right of trial by jury in any actionTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, proceeding or counterclaim based onANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, or arising out ofCOUNTERCLAIM, under or in connection with this AgreementSETOFF, any other Transaction DocumentDEMAND, or any matter arising hereunder or thereunderACTION OR CAUSE OF ACTION ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTS, OR IN ANY WAY IN CONNECTION WITH OR PERTAINING OR RELATED TO OR INCIDENTAL TO ANY DEALINGS OF THE PARTIES TO THIS AGREEMENT WITH RESPECT TO THE TRANSACTION DOCUMENTS OR IN CONNECTION WITH THIS AGREEMENT OR THE EXERCISE OF ANY PARTY’S RIGHTS AND REMEDIES UNDER THIS AGREEMENT OR OTHERWISE, OR THE CONDUCT OR THE RELATIONSHIP OF THE PARTIES HERETO, IN ALL OF THE FOREGOING CASES WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each This Agreement and all matters arising out of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered Agreement, whether sounding in connection herewithcontract, tort, or for recognition statute, will be governed by and enforcement of any judgment construed in respect thereof, to accordance with the nonexclusive general jurisdiction of the courts internal laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the courts “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the United States of America New York Courts for the Southern District adjudication of New York and appellate courts from any thereof; dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have including with respect to the venue enforcement of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court this Agreement), and hereby irrevocably waives, and agrees not to plead assert in any suit, action or proceeding, any claim that it is not personally subject to the same; (iii) agrees that jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding may be effected by mailing a copy thereof by via registered or certified mail or overnight delivery (or any substantially similar form with evidence of mail), postage prepaid, delivery) to such Person party at its the address determined in accordance with Section 11 of effect for notices to it under this Agreement; (iv) Agreement and agrees that nothing such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall affect the be deemed to limit in any way any right to effect service of serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, each party hereto irrevocably waives any and all right of to trial by jury in any action, legal proceeding or counterclaim based on, or arising out of, under of or in connection with relating to this Agreement or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Agreement, any then the prevailing party in such action or proceeding shall be reimbursed by the other Transaction Documentparty for its reasonable attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or any matter arising hereunder or thereunderproceeding.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement and all Proceedings (whether based on contract, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWStort or otherwise) arising out of or relating to this Agreement or the actions of Parent or the Shareholders in the negotiation, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWadministration, AND THE OBLIGATIONSperformance and enforcement hereof, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSshall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to agreements made and to be performed entirely within such state without regard to the conflicts of law provisions thereof. (b) Each of the parties hereto hereby irrevocably and unconditionally: hereby, with respect to any legal claim or Proceeding arising out of this Agreement or the transactions contemplated by this Agreement, (i) submits agrees that any such legal claim or Proceeding shall be brought, tried and determined only in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware, or in the event (but only in the event) that such court declines to accept jurisdiction over a particular matter, in any state or federal court located within the State of Delaware, (ii) expressly and irrevocably submits, for itself and with respect to its property property, generally and unconditionally, to the exclusive jurisdiction of the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware, or in the event (but only in the event) that such court declines to accept jurisdiction over a particular matter, in any legal action state or proceeding federal court located within the State of Delaware, (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courts, (iv) agrees that it will not bring any claim or Proceeding relating to this Agreement or the transactions contemplated by this Agreement except in such courts and (v) irrevocably waives, to the fullest extent it may legally and effectively do so, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, any documents executed objection which it may now or hereafter have to the laying of venue of any claim or Proceeding arising out of or relating to this Agreement. Notwithstanding the foregoing, each of the parties agrees that a final and delivered nonappealable judgment in connection herewith, any Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (c) Each party irrevocably consents to the service of process in any claim or Proceeding with respect to this Agreement and the transactions contemplated by this Agreement or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from hereof brought by any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected other party hereto made by mailing a copy copies thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to such Person at its address determined as specified in accordance with or pursuant to Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect 6.3 and such service of process shall be sufficient to confer personal jurisdiction over such party in any other manner permitted by law such claim or Proceeding and shall limit the right to xxx otherwise constitute effective and binding service in any other jurisdiction; andevery respect. (vd) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderEACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSthe Equity Security Units and Stripped Units shall be governed by, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWand construed in accordance with, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSthe laws of the State of New York. (b) Each Holder of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and an Equity Security Unit or a Stripped Unit, by its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect acceptance thereof, the Company and the Agent each submit to the nonexclusive general jurisdiction of the courts of the State of New York, York and the courts of the United States of America for America, in each case located in the Southern District Borough of Manhattan, City of New York and appellate courts from State of New York over any thereof; (ii) consents that any such suit, action or proceeding may be brought with respect to this Agreement or the transactions contemplated hereby. Each Holder of an Equity Security Unit or a Stripped Unit, by its acceptance thereof, the Company and maintained in such courts and waives the Agent each waive any objection that it any of them may now or hereafter have to the venue of such any suit, action or proceeding with respect to this Agreement or the transactions contemplated hereby in any such court the courts of the State of New York or the courts of the United States of America, in each case located in the Borough of Manhattan, City of New York and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the courts of the United States of America, in each case located in the Borough of Manhattan, City of New York and State of New York, was brought in an inconvenient court and agrees not to plead or claim the same;. (iiic) agrees Each Holder of an Equity Security Unit or a Stripped Unit, by its acceptance thereof, the Company and the Agent each acknowledge and agree that service of process in any such action or proceeding controversy which may be effected by mailing arise under this Agreement is likely to involve complicated and difficult issues, and therefore irrevocably and unconditionally waive any right it may have to a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in respect of any action, proceeding litigation directly or counterclaim based on, or indirectly arising out of, under of relating to this Agreement or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderthe transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal Any action to enforce or proceeding relating interpret this Agreement, or to resolve disputes with respect to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may shall be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected settled by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined arbitration in accordance with Section 11 the Commercial Arbitration Rules of this Agreement; (iv) agrees that nothing herein the American Arbitration Association. Arbitration shall affect be the right to effect service of process in any other manner permitted exclusive dispute resolution process. Any party may commence arbitration by law or shall limit the right to xxx in any other jurisdiction; and (v) sending a written demand for arbitration to the extent permitted other Party. Such demand shall set forth the nature of the matter to be resolved by applicable lawarbitration. Any arbitration proceeding instituted under this Agreement shall be conducted in the English language through the Phoenix, each Arizona (Maricopa County) office of the American Arbitration Association, and take place in Maricopa County, Arizona unless a different location is selected by joint written consent of the Parties. The costs of the arbitration, including any American Arbitration Association administration fee, the arbitrator’s fee, and costs for the use of facilities during the hearings, shall be borne equally by the Parties to the arbitration; provided, however, that the prevailing party hereto irrevocably waives all right shall be entitled to reimbursement of trial by jury in any actionsuch fees, proceeding or counterclaim based on, or arising out of, under or costs and attorneys’ fees and expenses incurred in connection with the arbitration at the discretion of the arbitrator. All decisions of the arbitrator shall be final, binding, non-appealable and conclusive on all Parties. Judgment may be entered upon any such decision in accordance with applicable law in any court having jurisdiction thereof. The arbitrator (if permitted under applicable law) or such court may issue a writ of execution to enforce the arbitrator’s decision. (c) The provisions of Section 10.10 hereof shall not be construed as prohibiting any Party to this AgreementAgreement from applying to any court of competent jurisdiction for such injunctive or other provisional relief as may be necessary to protect that Party from irreparable harm or injury or to preserve the status quo pending resolution of a dispute. (d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER ANCILLARY AGREEMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, any other Transaction DocumentTHEREFORE, or any matter arising hereunder or thereunderEACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10(d).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSand all rights, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWobligations, AND THE OBLIGATIONSclaims, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWScauses of action (whether in contract, tort or statute) or other matter that may result from, arise out of, be in connection with or relating to this Agreement, or the negotiation, administration, performance, or enforcement of this Agreement (the “Relevant Matters“), shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, including its statutes of limitations. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, consents to the nonexclusive general exclusive jurisdiction and venue of the state courts of located in the State of New YorkDelaware in connection with any Relevant Matter (or, only if such courts decline to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each party agrees not to commence any legal proceedings with respect to a Relevant Matter except in such Delaware state courts (or, only if such courts decline to accept jurisdiction over a particular matter, any federal court within the State of Delaware). By execution and delivery of this Agreement, each party hereto irrevocably and unconditionally submits to the United States exclusive jurisdiction of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue appellate courts therefrom solely for the purposes of disputes in connection with any Relevant Matter and not as a general submission to such action jurisdiction or proceeding in with respect to any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead other dispute, matter or claim whatsoever. The parties hereto irrevocably consent to the same; (iii) agrees that service of process out of any of the aforementioned courts in any such action or proceeding may be effected by mailing a copy the delivery of copies thereof by registered or certified mail (or any substantially similar form overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing process shall be effective upon delivery. Nothing herein shall affect the right to effect service of serve process in any other manner permitted by law or shall limit the Law. The parties hereto hereby waive any right to xxx in stay or dismiss any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, action or proceeding or counterclaim based on, or arising out of, under or in connection with any Relevant Matter brought before the foregoing courts on the basis of (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason or that it or any of its property is immune from the above-described legal process, (ii) that such action or proceeding is brought in an inconvenient forum, that venue for the action or proceeding is improper or that this AgreementAgreement may not be enforced in or by such courts, or (iii) any other Transaction Documentdefense that would hinder or delay the levy, execution or collection of any matter arising hereunder or thereunderamount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT, OR ANY OTHER RELEVANT MATTER.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal action or proceeding relating with respect to this Agreement or any documents executed and delivered in connection herewiththe rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect thereof, to of this Agreement and the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in U.S. District Court for the Southern District of New York or in any state court located in the City and appellate courts from any thereof; (ii) consents County of New York. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 4.03 or in such other manner as may be brought permitted by applicable laws, will be valid and maintained in such courts and waives any objection that it may now or hereafter have sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any substantially similar form of mail)the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, postage prepaidand agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to such Person at its address determined this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11 4.07, (ii) any claim that it or its property is exempt or immune from jurisdiction of this Agreement; any such court or from any legal process commenced in such courts (iv) agrees that nothing herein shall affect the right to effect whether through service of process notice, attachment prior to judgment, attachment in any other manner permitted by law aid of execution of judgment, execution of judgment or shall limit the right to xxx in any other jurisdiction; and otherwise), and (viii) to the fullest extent permitted by the applicable lawLaw, each party hereto irrevocably waives all right any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of trial by jury in any actionsuch suit, action or proceeding or counterclaim based onis improper, or arising out of, under or in connection with (z) this Agreement, any other Transaction Documentor the subject matter hereof, may not be enforced in or any matter arising hereunder or thereunderby such courts. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 4.07(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of The Agreement shall be governed by and construed in accordance with the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts laws of the State of New York applicable to agreements made and to be performed in such State. The Company submits to the non-exclusive jurisdiction of any Federal or State court in the City, County and State of New York, the courts of the United States of America for America, in any legal suit, action or proceeding based on or arising under the Southern District Agreement and agrees that all claims in respect of New York and appellate courts from any thereof; (ii) consents that any such action suit or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding determined in any such court court. The Company waives, to the extent permitted by law, the defense of an inconvenient forum or that objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding was brought proceeding. The Company hereby designates and appoints Cogency Global Inc. (the “Process Agent”), as its authorized agent, upon whom process may be served in an inconvenient court any such legal suit, action or proceeding, it being understood that the designation and agrees not appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. Such appointment shall be irrevocable to plead or claim the same; (iii) extent permitted by applicable law and subject to the appointment of a successor agent in the United States on terms substantially similar to those contained in this Section 13 and reasonably satisfactory to you. If the Process Agent shall cease to act as agent for services of process, the Company shall appoint, without unreasonable delay, another such agent, and notify you of such appointment. The Company represents to the Underwriters that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company hereby authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to such party shall be deemed in every respect effective service of process upon the Company in any such legal suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing proceeding. Nothing herein shall affect the right of any Underwriter or any person controlling any Underwriter to effect service of serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, each party hereto irrevocably waives all right of trial by jury in any actionTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, proceeding or counterclaim based onANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderTHE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALAll issues and questions concerning the application, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSconstruction, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWvalidity, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition interpretation and enforcement of any judgment this Agreement will be governed by and construed in respect thereof, to accordance with the nonexclusive general jurisdiction of the courts internal laws of the State of New YorkDelaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. Except as expressly set forth herein, the courts Parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, will be brought in the United States of America District Court for the Southern District of New York Delaware or in the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, in the Superior Court of the State of Delaware), so long as one of such courts will have subject-matter jurisdiction over such suit, action or proceeding, and that any case of action arising out of this Agreement will be deemed to have arisen from a transaction of business in the State of Delaware. Each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts from any thereof; (iitherefrom) consents that in any such suit, action or proceeding may be brought and maintained in such courts and waives irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding was which is brought in any such court has been brought in an inconvenient court and agrees not form. Service of process, summons, notice or other document by registered mail to plead or claim the same; (iii) agrees that address set forth in Section 5.1 will be effective service of process for any suit, action or other proceeding brought in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) court. Each Party hereby acknowledges and agrees that nothing herein shall affect the right any controversy which may arise under this Agreement is likely to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; involve complicated and difficult issues and (v) to the extent permitted by applicable law, therefore, each party hereto such Party irrevocably and unconditionally waives all any right of it may have to a trial by jury in respect of any action, proceeding or counterclaim based on, or legal action arising out of, under of or in connection with relating to this Agreement, any other Transaction Document, Agreement or any matter arising hereunder or thereunderthe transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement and all transactions contemplated by this Agreement and all claims and defenses arising out of or relating to any such transaction or agreement or the formation, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSbreach, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWtermination or validity of any such agreement, AND THE OBLIGATIONSshall in all respects be governed by, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSand construed in accordance with, the laws of the State of Delaware without giving effect to any conflicts of law principles of such state that would apply to the laws of another jurisdiction. (ba) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of the Delaware Court of Chancery, or if the Delaware Court of Chancery lacks jurisdiction of the subject matter, the United States District Court for the District of Delaware, or if both the Delaware Court of Chancery and the United States District Court for the District of Delaware lack jurisdiction of the subject matter, any court of competent jurisdiction sitting in the State of Delaware, in any legal action directly or proceeding indirectly arising out of or relating to this Agreement or any documents executed and delivered in connection herewithAgreement, the transactions contemplated by this Agreement, or for recognition the formation, breach, termination or validity of this Agreement; and enforcement agrees that all claims in respect of any judgment such action shall be heard and determined solely in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereofsuch court; (ii) consents that any such action or proceeding may and shall be brought and maintained in such courts court and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such action or proceeding in any such court or that such action or proceeding was brought in court is an inconvenient court forum for the action and agrees not to assert, plead or claim the same; (iii) agrees that the final judgment of such court shall be enforceable in any court having jurisdiction over the relevant party or any of its assets; (iv) irrevocably waives any right to remove any such action from the Delaware Court of Chancery to any federal court; (v) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person party at its address determined as provided in accordance with Section 11 of this Agreement;6.04; and (ivvi) agrees that nothing herein in this Agreement shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andapplicable rules of procedure. (vb) to the extent permitted by applicable lawEACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, each party hereto irrevocably waives all right of trial by jury in any actionAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE FORMATION, proceeding or counterclaim based onBREACH, or arising out ofTERMINATION OR VALIDITY OF THIS AGREEMENT. EACH OF THE PARTIES CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, under or in connection with this AgreementAGENT OR ATTORNEY OR ANY OTHER PARTY HAS REPRESENTED, any other Transaction DocumentEXPRESSLY OR OTHERWISE, or any matter arising hereunder or thereunderTHAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH OF THE PARTIES UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH OF THE PARTIES MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH OF THE PARTIES HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS SECTION 6.05. EACH OF THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal action Action or proceeding relating with respect to this Agreement or any documents executed Agreement, and delivered in connection herewiththe rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect thereofof this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the State Court of California, to or in the nonexclusive general event (but only in the event) that such court does not have subject matter jurisdiction of over such action or proceeding, in the federal district courts of within the State of New York, the courts California . Each of the United States parties hereto agrees that mailing of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that process or other papers in connection with any such action or proceeding in the manner provided in Section 10.02 or in such other manner as may be brought permitted by applicable Laws, will be valid and maintained in such courts and waives any objection that it may now or hereafter have sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any substantially similar form of mail)the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, postage prepaidand agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any action or proceeding with respect to such Person at its address determined this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder: (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11 10.10(b); (b) any claim that it or its property is exempt or immune from jurisdiction of this Agreement; any such court or from any legal process commenced in such courts (iv) agrees that nothing herein shall affect the right to effect whether through service of process notice, attachment prior to judgment, attachment in any other manner permitted by law aid of execution of judgment, execution of judgment or shall limit the right to xxx in any other jurisdictionotherwise); and and (vc) to the fullest extent permitted by the applicable lawLaw, each party hereto irrevocably waives all right any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of trial by jury in any actionsuch suit, action or proceeding or counterclaim based onis improper, or arising out of, under or in connection with (iii) this Agreement, any other Transaction Documentor the subject matter hereof, may not be enforced in or any matter arising hereunder or thereunderby such courts. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement is to be construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the Parties. (b) Each Party hereby expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in Wilmington, Delaware (and each appellate court wherever located with jurisdiction over appeals from such court) for any action or other proceeding arising out of or relating to this Agreement, or the parties hereto hereby irrevocably negotiation, validity or performance of this Agreement, or the transactions contemplated thereby (and unconditionallyagrees not to commence any action or other proceeding relating thereto except in such courts, including to enforce any settlement, order or award). Each Party hereto: (i) submits for itself and its property in any legal action or proceeding relating consents to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected in any manner permitted by mailing a copy thereof the laws of the State of Delaware, and also agrees that service of process by registered or certified mail (or any substantially similar form of mail), postage prepaidreturn receipt requested, to such Person at its address determined in accordance with specified pursuant to Section 11 of this Agreement10.6 is sufficient and reasonably calculated to give actual notice; (ivii) agrees that nothing herein each state and federal court located in Wilmington, Delaware shall affect the right be deemed to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionbe a convenient forum; and (viii) waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such action or proceeding commenced in any state or federal court located in Wilmington, Delaware, any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court. (c) In the event of any action or other proceeding relating to this Agreement or the enforcement of any provision of this Agreement, the prevailing party (as determined by the court) shall be entitled to payment by the non-prevailing party of all costs and expenses (including reasonable attorneys' fees) incurred by the prevailing party, including any costs and expenses incurred in connection with any challenge to the jurisdiction or the convenience or propriety of venue of proceedings before any state or federal court located in Wilmington, Delaware. (d) Each of the Parties hereto hereby waives to the fullest extent permitted by applicable law, each party hereto irrevocably waives all Law any right of it may have to a trial by jury in with respect to any action, legal action or other legal proceeding directly or counterclaim based on, or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto (a) certifies that no Representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated by this Agreement, any as applicable, by, among other Transaction Documentthings, or any matter arising hereunder or thereunderthe mutual waivers set forth in this Section 10.9(d).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE REGARD TO SUCH STATE’S PRINCIPLES OF CONFLICT OF LAW THAT COULD COMPEL THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 APPLICATION OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES LAWS OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSANOTHER JURISDICTION. (b) Each of the parties party hereto hereby irrevocably and unconditionally: (i) unconditionally submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement the exclusive jurisdiction of any judgment federal court located in respect thereof, to the nonexclusive general jurisdiction of the courts of New York County in the State of New York, over any action, suit or proceeding arising out of or relating to this Agreement or the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents transactions contemplated hereby; provided, however, that, if said court determines that any such action it does not have subject matter jurisdiction, then said action, suit or proceeding may be brought in the Supreme Court of the State of New York for New York County. Each party hereto agrees that service of any process, summons, notice or document by U.S. registered mail addressed to such party shall be effective service of process for any action, suit or proceeding brought against such party in any such court. The Reinsurer hereby designates the individual listed in Section 12.2(a) to whom notice may be given on behalf of the Reinsurer as its true and maintained lawful agent upon whom may be served any lawful process in such courts any action, suit or proceeding instituted by or on behalf of - 35 1006844591v17 the Ceding Company. The Ceding Company hereby designates the individual listed in Section 12.2(b) to whom notice may be given on behalf of the Ceding Company as its true and lawful agent upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Reinsurer. In the event either party decides to change its designation of agent, it shall provide written notice to the other party. Each party hereto irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such action action, suit or proceeding brought in any such court or and any claim that any such action action, suit or proceeding was brought in any such court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) forum. Each party hereto agrees that service of process any final, nonappealable judgment in any such action action, suit or proceeding brought in any such court shall be conclusive and binding upon such party and may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process enforced in any other manner permitted courts to whose jurisdiction such party may be subject, by law or shall limit the right to xxx in any other jurisdiction; andsuit upon such judgment. (vc) to the extent permitted by applicable lawEACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, each party hereto irrevocably waives all right of trial by jury in any actionUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, proceeding or counterclaim based onAGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, or arising out ofEXPRESSLY OR OTHERWISE, under or in connection with this AgreementTHAT SUCH OTHER PARTY WOULD NOT, any other Transaction DocumentIN THE EVENT OF LITIGATION, or any matter arising hereunder or thereunderSEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.7.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.. 8 (NAROT 2023-B Administration Agreement) (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 10 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Basic Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within such State, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) without regard to the conflicts of law principles of such State. Each of the parties Parties hereto hereby irrevocably consents to the exclusive jurisdiction of the U.S. District Court for the Southern District of Florida (or, if the U.S. District Court for the Southern District of Florida declines to accept jurisdiction over any Action, binding arbitration conducted by and unconditionally: (i) submits subject to the rules of the American Arbitration Association in a location mutually agreed by the Parties within the boundaries of the U.S. District Court for itself and its property in the Southern District of Florida), to the exclusion of any other jurisdiction, for the purposes of all legal action Actions arising out of or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereofthe transactions contemplated hereby. Each Party hereto irrevocably waives, to the nonexclusive general jurisdiction of the courts of the State of New Yorkfullest extent permitted by law, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that which he or it may now or hereafter have to the laying of venue of such action or proceeding in any such court or that any such action or proceeding was Action which is brought in accordance with this Section has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process forum. Process in any such action or proceeding Action may be effected by mailing a copy thereof by registered served on any Party anywhere in the world, whether within or certified mail (or without the jurisdiction of any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing court. Nothing herein shall affect the right of any Party to effect service of serve legal process in any other manner permitted by law or shall limit the right at equity or to xxx enforce in any lawful manner a judgment obtained in one jurisdiction (including by arbitration) in any other jurisdiction; and . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT ENTERED INTO IN CONNECTION HEREWITH OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO EXPRESSLY WAIVES AND FOREGOES ANY RIGHT TO RECOVER PUNITIVE, INDIRECT, SPECIAL, EXEMPLARY, LOST PROFITS, CONSEQUENTIAL OR SIMILAR DAMAGES (vEXCEPT AS AND TO THE EXTENT SUCH DAMAGES ARE PAID TO A THIRD PARTY) to the extent permitted by applicable lawIN ANY ARBITRATION, each party hereto irrevocably waives all right of trial by jury in any actionLAWSUIT, proceeding or counterclaim based onLITIGATION OR ACTION ARISING OUT OF OR RESULTING FROM ANY CONTROVERSY OR CLAIM RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, or arising out ofEXPRESSLY OR OTHERWISE, under or in connection with this AgreementTHAT SUCH OTHER PARTY WOULD NOT, any other Transaction DocumentIN THE EVENT OF ANY CLAIM, or any matter arising hereunder or thereunderACTION OR ACTION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER AGREEMENTS CONTEMPLATED HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 12.10.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall in all respects be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSand construed and interpreted in accordance with, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWthe Laws of the State of New York without giving effect to any conflicts of law principles of such state that might refer the governance, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSconstruction or interpretation of this Agreement to the Laws of another jurisdiction. (b) Each of the parties hereto hereby Parent and the Acquiror irrevocably and unconditionally: (i) submits for itself and its property in any legal action Action arising out of or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition the interpretation and enforcement of any judgment the provisions of this Agreement and of the documents referred to herein and in respect thereofof the transactions contemplated hereby, to the nonexclusive general exclusive jurisdiction of the courts Courts of Chancery of the State of New YorkDelaware or, if under applicable Law, jurisdiction is vested in the United States federal courts, the federal courts of the United States located in the State of America for the Southern District of New York and appellate courts from any thereofDelaware; (ii) consents that any such action or proceeding Action may and shall be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such action or proceeding Action in any such court or that such action or proceeding Action was brought in an inconvenient court and agrees not to assert, plead or claim the same; (iii) agrees that service of process in any such action or proceeding Action may be effected by mailing a copy thereof of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person Party at its address determined as provided in accordance with Section 11 of this Agreement;11.02; and (iv) agrees that nothing herein in this Agreement shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andLaws of the State of New York. (vc) to the extent permitted by applicable lawEACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, each party hereto irrevocably waives all right of trial by jury in any actionAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderOR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement will be governed by and construed in accordance with the law of the State of New York. (b) Each of the parties With respect to any suit, action or proceedings relating to this Agreement (collectively, “Proceedings”), each party hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general non-exclusive jurisdiction of the courts of the State of New York, the courts of York and the United States District Court located in the Borough of America for the Southern District of Manhattan in New York City and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that which it may now or hereafter have at any time to the laying of venue of such action or proceeding any Proceedings brought in any such court or court, waives any claim that such action or proceeding was Proceedings have been brought in an inconvenient court forum and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect further waives the right to effect service of process object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes any other manner permitted by law or shall limit the right to xxx party hereto from bringing Proceedings in any other jurisdiction; and, nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. (vc) to the extent permitted by applicable lawEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, each party hereto irrevocably waives all right of trial by jury in any actionTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderANY 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; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or dispute arising out of, under relating to or in connection with this Agreement, shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other Transaction Documentjurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Each Party hereto (a) consents to submit itself to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, solely if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware (the “Chosen Courts”), with respect to any dispute arising out of, relating to or in connection with this Agreement or any matter transaction contemplated hereby, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) agrees that it will not bring any action arising hereunder out of, relating to or thereunderin connection with this Agreement, the Ancillary Agreements or any transaction contemplated by this Agreement, in any court other than any such court. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any Action arising out of this Agreement or the transactions contemplated hereby in the Chosen Courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum. Each Party hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 11.3 shall be effective service of process for any proceeding arising out of, relating to or in connection with this Agreement or the transactions contemplated hereby. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement and the transactions contemplated herein, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSand all disputes between the parties under or related to this Agreement or the facts and circumstances leading to its execution or performance, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWwhether in contract, AND THE OBLIGATIONStort or otherwise, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSshall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the conflict of laws principles thereof. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) irrevocably submits for itself to the personal jurisdiction of all state and its property federal courts sitting in the State of New York including to the jurisdiction of all courts to which an appeal may be taken from such courts, in any legal action action, suit or proceeding arising out of or relating to this Agreement, any of the transactions contemplated by this Agreement or any documents executed facts and delivered circumstances leading to its execution or performance, (ii) agrees that all claims in connection herewith, or for recognition and enforcement respect of any judgment such action, suit or proceeding must be brought, heard and determined exclusively in respect thereof, to the nonexclusive general jurisdiction Court of the courts Chancery of the State of New YorkDelaware (provided that, in the courts event that subject matter jurisdiction is declined by or unavailable in the Court of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any Chancery, then such action action, suit or proceeding may shall be brought heard and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding determined exclusively in any such other state or federal court or that such action or proceeding was brought sitting in an inconvenient court and agrees not to plead or claim the same; State of Delaware), (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such courts, (iv) agrees not to bring any action, suit or proceeding against the other party or its Affiliates arising out of or relating to this Agreement, any of the transactions contemplated by this Agreement or any facts and circumstances leading to its execution or performance in any other courts and (v) waives any defense of inconvenient forum to the maintenance of any action, suit or proceeding so brought. Each of the parties agrees to waive any bond, surety or other security that might be required of any other party with respect to any such action, suit or proceeding, including any appeal thereof. (c) Each of the parties agrees that service of process in any such action process, summons, notice or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined document in accordance with Section 11 10.2 shall be effective service of this Agreement; (iv) agrees process for any action, suit or proceeding brought against it by the other party in connection with Section 10.3(b), provided that nothing contained herein shall affect the right of any party to effect service of serve legal process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andapplicable Law. (vd) to the extent permitted by applicable lawEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, each party hereto irrevocably waives all right of trial by jury in any actionTHEREFORE, proceeding or counterclaim based onEACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, or arising out ofEXPRESSLY OR OTHERWISE, under or in connection with this AgreementTHAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, any other Transaction Document(B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, or any matter arising hereunder or thereunder(C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.3(d).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement and, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSunless expressly provided therein, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWeach other Transaction Document, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSis to be construed in accordance with and governed by the internal laws of the State of New York without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the Parties. (b) Each of the parties hereto Party hereby irrevocably and unconditionallyunconditionally consents to submit to the sole and exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County (the "New York Courts") for any legal action or other legal proceeding arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated thereby (and agrees not to commence any legal action or other legal proceeding relating thereto except in such courts, including to enforce any settlement, order or award). Each Party hereto: (i) submits for itself and its property consents to service of process in any legal action or such proceeding relating to this Agreement or in any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to manner permitted by the nonexclusive general jurisdiction of the courts laws of the State of New York, the courts and also agrees that service of the United States of America for the Southern District of New York process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9.5 is sufficient and appellate courts from any thereofreasonably calculated to give actual notice; (ii) consents agrees that the New York Courts shall be deemed to be a convenient forum; and (iii) waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such action or legal proceeding may be commenced in the New York Courts that such Party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought and maintained in such courts and waives any objection an inconvenient forum, that it may now or hereafter have to the venue of such proceeding is improper or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court. (c) Except as otherwise set forth in Section 9.10(b)(iv), in the event of any action or other proceeding in relating to this Agreement or the enforcement of any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 provision of this Agreement;, the prevailing party (as determined by the court) shall be entitled to payment by the non-prevailing party of all costs and expenses (including reasonable attorneys' fees) incurred by the prevailing party, including any costs and expenses incurred in connection with any challenge to the jurisdiction or the convenience or propriety of venue of proceedings before the New York Courts. (ivd) agrees that nothing herein shall affect Each of the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) Parties hereto hereby waives to the fullest extent permitted by applicable law, each party hereto irrevocably waives all Law any right of it may have to a trial by jury in with respect to any action, legal action or other legal proceeding directly or counterclaim based on, or indirectly arising out of, under or in connection with this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby. Each of the Parties hereto (a) certifies that no Representative, agent or attorney of any other Transaction DocumentParty has represented, expressly or any matter arising hereunder or thereunderotherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement and the transactions contemplated by this Agreement, as applicable, by, among other things, the mutual waivers set forth in this Section 9.6(d).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALsubmits to the personal jurisdiction of the Delaware Court of Chancery in and for New Castle County, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSor in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such dispute, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWthe United States District Court for the District of Delaware, AND THE OBLIGATIONSor in the event (but only in the event) that such United States District Court also does not have jurisdiction over such dispute, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. any Delaware State court sitting in New Castle County, in the event any dispute (whether in contract, tort or otherwise) arises out of this Agreement or the transactions contemplated hereby, (b) Each of the parties hereto hereby irrevocably agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and unconditionally: (ic) submits for itself and its property in agrees that it shall not bring any legal claim, action or proceeding relating to this Agreement or the transactions contemplated hereby in any documents executed court other than the Delaware Court of Chancery in and delivered in connection herewithfor New Castle County, or for recognition and enforcement in the event (but only in the event) that such Delaware Court of any judgment in respect thereofChancery does not have subject matter jurisdiction over such claim, to the nonexclusive general jurisdiction of the courts of the State of New Yorkaction or proceeding, the courts of the United States of America District Court for the Southern District of New York and appellate courts from any thereof; Delaware, or in the event (iibut only in the event) consents that any such United States District Court also does not have jurisdiction over such claim, action or proceeding may be brought and maintained proceeding, any Delaware State court sitting in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) New Castle County. Each party agrees that service of process upon such party in any such claim, action or proceeding may shall be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined effective if notice is given in accordance with Section 11 the provisions of this Agreement; . EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (ivi) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (vii) to the extent permitted by applicable lawACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, each party hereto irrevocably waives all right of trial by jury in any actionBY, proceeding or counterclaim based onAMONG OTHER THINGS, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York applicable to contracts made and performed in such state without reference to such state’s principles of conflicts-of-law. The parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in agree that any legal action or proceeding relating with respect to this Agreement or any documents executed and delivered may be brought in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts County of New York or the United States of America District Court for the Southern District of New York and, by execution and appellate delivery of this Agreement, each party hereto irrevocably submits itself in respect of its property, generally and unconditionally to the non-exclusive jurisdiction of the aforesaid courts from in any thereof; (ii) consents that any such legal action or proceeding may be brought and maintained proceedings arising out of or in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was connection with this Agreement brought in an inconvenient court and agrees not the courts referred to plead or claim in the same; (iii) agrees that service of proceeding sentence. Each party hereby consents to process being served in any such action or proceeding may be effected by the mailing of a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its the address determined set forth in accordance with Section 11 of this Agreement; (iv) 5.7 hereof and agrees that nothing herein such service upon receipt shall constitute good and sufficient service of process or notice thereof. Nothing in this Section 5.6 shall affect the or eliminate any right to effect service of serve process in any other manner matter permitted by law or shall limit the right to xxx in any other jurisdiction; andlaw. (vb) The Stockholder and Parent each hereby waive, to the fullest extent permitted by applicable lawLaw, each party hereto irrevocably waives all any right of to trial by jury of any claim, demand, action or cause of action (i) arising under this Agreement or (ii) in any action, proceeding way connected with or counterclaim based on, related or arising out of, under or incidental to the dealings of the parties in connection with respect of this Agreement, any other Transaction Document, Agreement or any matter arising hereunder of the transactions related hereto, in each case, whether now existing or thereunderhereafter arising, and whether in tort, contract, equity or otherwise. The Stockholder and Parent each hereby agree and consent that any such claim, demand, action or cause of action shall be decided by court trial without a jury and that any party may file an original counterpart of a copy of this Agreement with any court as written evidence of the consent of the parties to the waiver of their right to trial by jury.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. In addition, each of the parties (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALsubmits to the personal jurisdiction of the Delaware Court of Chancery in and for New Castle County, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSor in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such dispute, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWthe United States District Court for the District of Delaware, AND THE OBLIGATIONSor in the event (but only in the event) that such United States District Court also does not have jurisdiction over such dispute, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. any Delaware State court sitting in New Castle County, in the event any dispute (whether in contract, tort or otherwise) arises out of this Agreement or the transactions contemplated hereby, (b) Each of the parties hereto hereby irrevocably agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and unconditionally: (ic) submits for itself and its property in agrees that it shall not bring any legal claim, action or proceeding relating to this Agreement or the transactions contemplated hereby in any documents executed court other than the Delaware Court of Chancery in and delivered in connection herewithfor New Castle County, or for recognition and enforcement in the event (but only in the event) that such Delaware Court of any judgment in respect thereofChancery does not have subject matter jurisdiction over such claim, to the nonexclusive general jurisdiction of the courts of the State of New Yorkaction or proceeding, the courts of the United States of America District Court for the Southern District of New York and appellate courts from any thereof; Delaware, or in the event (iibut only in the event) consents that any such United States District Court also does not have jurisdiction over such claim, action or proceeding may be brought and maintained proceeding, any Delaware State court sitting in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) New Castle County. Each party agrees that service of process upon such party in any such claim, action or proceeding may shall be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined effective if notice is given in accordance with Section 11 the provisions of this Agreement; . EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (ivi) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (vii) to the extent permitted by applicable lawACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, each party hereto irrevocably waives all right of trial by jury in any actionBY, proceeding or counterclaim based onAMONG OTHER THINGS, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSLAW, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSand all Claims (whether based on contract, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWtort, AND THE OBLIGATIONSor statute) arising out of or relating to, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSor in connection with this Agreement or the actions of any of the Parties in the negotiation, administration, performance, or enforcement hereof, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware. (b) Each of the parties hereto hereby Parties irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal action or proceeding relating Claim with respect to this Agreement or any documents executed and delivered in connection herewiththe rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect thereof, to of this Agreement and the nonexclusive general jurisdiction rights and obligations arising hereunder brought by the aggrieved party or its successors or assigns shall be brought and determined exclusively in the Court of the courts Chancery of the State of New YorkDelaware, or in the courts of event (but only in the event) that such court does not have subject matter jurisdiction over such Claim, in the United States of America District Court for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to Delaware. Each of the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) Parties agrees that service of process or other papers in connection with any such Claim in the manner provided for notices in Section 4.01 or in such other manner as may be permitted by applicable Law, will be valid and sufficient service thereof. Each of the Parties hereby irrevocably submits with regard to any such Claim for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any Claim with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder: (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 4.07; (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise); and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action, or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding may be effected by mailing a copy thereof by registered is improper or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (ivC) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Documentor the subject matter hereof, may not be enforced in or any matter arising hereunder or thereunderby such courts. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A CLAIM; (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.07(C).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each including the validity hereof and the rights and obligations of the parties hereunder, all amendments and supplements hereto, and all actions or proceedings arising out of or relating to this Agreement, of any nature whatsoever, shall be construed in accordance with and governed by the domestic substantive laws of the State of Delaware without giving effect to any choice of law or conflicts of law provision or rule that might otherwise cause the application of the domestic substantive laws of any other jurisdiction. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the state and unconditionally: (i) submits for itself and its property federal courts located in the Borough of Manhattan within the State of New York in connection with any legal action dispute arising out of or proceeding relating to this Agreement or any documents executed of the transactions contemplated hereby and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereofeach party hereby irrevocably waives, to the nonexclusive general jurisdiction of the courts of the State of New Yorkfullest extent permitted by applicable law, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it which they may now or hereafter have to the laying of venue of any such action dispute brought in such court or proceeding any defense of inconvenient forum or lack of personal jurisdiction in respect of such dispute. Each of the parties hereto agrees that a judgment rendered in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding dispute may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to xxx in any other jurisdiction; andlaw. (vb) Each party hereto hereby waives to the fullest extent permitted by applicable law, each party hereto irrevocably waives all law any right of it may have to a trial by jury in respect of any action, legal proceeding directly or counterclaim based on, or indirectly arising out of, under or in connection with this AgreementAgreement or any transaction contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other Transaction Documentparty has represented, expressly or any matter arising hereunder or thereunderotherwise, that such other party would not, in the event of Litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 4.9.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. ‌ (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSLAW, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall in all respects be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSand construed in accordance with, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSthe Laws of the State of New York. (b) Each of the parties hereto hereby Parent and the Bank irrevocably and unconditionally: (i) submits for itself and its property in any legal action Action arising out of or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition the interpretation and enforcement of any judgment the provisions of this Agreement and of the documents referred to in this Agreement and in respect thereofof the transactions contemplated by this Agreement, to the nonexclusive general exclusive jurisdiction of the courts Courts of the State of New York sitting in the County of New York, the courts of the United States of America District Court for the Southern District of New York York, and appellate courts having jurisdiction of appeals from any thereofof the foregoing, and agrees that all claims in respect of any such Action shall be heard and determined in such New York State court or, to the extent permitted by Law, in such federal court; (ii) consents that any such action or proceeding Action may and shall be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such action or proceeding Action in any such court or that such action or proceeding Action was brought in an inconvenient court and agrees not to assert, plead or claim the same; (iii) agrees that service of process in any such action or proceeding Action may be effected by mailing a copy thereof of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person party at its address determined as provided in accordance with Section 11 of this Agreement;5; and (iv) agrees that nothing herein in this Agreement shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andLaws of the State of New York. (vc) to the extent permitted by applicable lawEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, each party hereto irrevocably waives all right of trial by jury in any actionAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderOR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE REGARD TO SUCH STATE’S PRINCIPLES OF CONFLICT OF LAW THAT COULD COMPEL THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 APPLICATION OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES LAWS OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSANOTHER JURISDICTION. (b) Each of the parties Party hereto hereby irrevocably and unconditionally: (i) unconditionally submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement the exclusive jurisdiction of any judgment federal court located in respect thereof, to the nonexclusive general jurisdiction of the courts of New York County in the State of New York, over any action, suit or proceeding arising out of or relating to this Agreement or the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents transactions contemplated hereby; provided, however, that, if said court determines that any such action it does not have subject matter jurisdiction, then said action, suit or proceeding may be brought in the Supreme Court of the State of New York for New York County. Each Party hereto agrees that service of any process, summons, notice or document by U.S. registered mail addressed to such Party shall be effective service of process for any action, suit or proceeding brought against such Party in any such court. The Administrator hereby designates the individual listed in Section 16.1(b) to whom notice may be given on behalf of the Administrator as its true and maintained lawful agent upon whom may be served any lawful process in such courts any action, suit or proceeding 47182505.8 30 1006845735v24 instituted by or on behalf of the Ceding Company. The Ceding Company hereby designates the individual listed in Section 16.1(a) to whom notice may be given on behalf of the Ceding Company as its true and lawful agent upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Administrator. In the event either Party decides to change its designation of agent, it shall provide written notice to the other Party. Each Party hereto irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such action action, suit or proceeding brought in any such court or and any claim that any such action action, suit or proceeding was brought in any such court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) forum. Each Party hereto agrees that service of process any final, nonappealable judgment in any such action action, suit or proceeding brought in any such court shall be conclusive and binding upon such Party and may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process enforced in any other manner permitted courts to whose jurisdiction such Party may be subject, by law or shall limit the right to xxx in any other jurisdiction; andsuit upon such judgment. (vc) to the extent permitted by applicable lawEACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, each party hereto irrevocably waives all right of trial by jury in any actionUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, proceeding or counterclaim based onAGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, or arising out ofEXPRESSLY OR OTHERWISE, under or in connection with this AgreementTHAT SUCH OTHER PARTY WOULD NOT, any other Transaction DocumentIN THE EVENT OF LITIGATION, or any matter arising hereunder or thereunder.SEEK TO ENFORCE THE FOREGOING WAIVER, AND

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSand construed in accordance with, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSthe laws of the State of California without giving effect to its conflicts of laws provisions. (b) Each of the parties hereto hereby irrevocably and unconditionally: Parties (i) submits for itself irrevocably consents to the service of the summons and its property complaint and any other process in any legal action or proceeding relating to the Transactions, for and on behalf of itself or any of its properties or assets, in accordance with Section 12.5, provided that nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably submits itself and its properties and assets to the exclusive jurisdiction of the trial courts of San Francisco, California or the United States District Court for the Eastern District of California for the purpose of any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or any documents executed and delivered the Transaction Documents or the actions of the Parties in connection herewiththe negotiation, or for recognition administration, performance and enforcement of any judgment in respect hereof or thereof, ; (iii) consents to submit itself to the nonexclusive general personal jurisdiction of the trial courts of the State of New YorkSan Francisco, the courts of California or the United States of America District Court for the Southern Eastern District of New York and appellate courts California for the purpose of any such action, proceeding or counterclaim; (iv) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any thereof; such court; (iiv) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of any such action action, proceeding or proceeding counterclaim in any such court or that such action action, proceeding or proceeding counterclaim was brought in an inconvenient court and agrees not to plead or claim the same; ; and (iiivi) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in it will not bring any action, proceeding or counterclaim based onrelating to this Agreement or the Transaction Documents or the Transactions in any court other than the aforesaid courts. Each Party agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or arising out of, under or other papers in connection with this Agreementany such action or proceeding in the manner provided in Section 12.5 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, any other Transaction DocumentTHEREFORE, or any matter arising hereunder or thereunderEACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.9(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts entered into and performed entirely within such State. (b) Each Any claim, action, suit or proceeding (whether in contract or tort) seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be heard and determined in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction of such courts (and unconditionally: (i) submits for itself and its property of the appropriate appellate courts therefrom in any legal action such claim, action, suit or proceeding relating to this Agreement or any documents executed proceeding) and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereofirrevocably waives, to the nonexclusive general jurisdiction of the courts of the State of New Yorkfullest extent permitted by law, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the laying of venue of any such action claim, action, suit or proceeding in any such court or that any such action claim, action, suit or proceeding was that is brought in any such court has been brought in an inconvenient court and agrees not to plead or claim the same;forum. (iiic) Subject to applicable Law, process in any such claim, action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing and subject to applicable Law, each party agrees that service of process on such party as provided in any Section 4.06 shall be deemed effective service of process on such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing party. Nothing herein shall affect the right of any party to effect service of serve legal process in any other manner permitted by law Law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable lawat equity. WITH RESPECT TO ANY SUCH CLAIM, each party hereto irrevocably waives all right of trial by jury in any actionACTION, proceeding or counterclaim based onSUIT OR PROCEEDING IN ANY SUCH COURT, or arising out ofTO THE EXTENT NO PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, under or in connection with this AgreementEACH OF THE PARTIES IRREVOCABLY WAIVES AND RELEASES TO THE OTHER ITS RIGHT TO A TRIAL BY JURY, any other Transaction Document, or any matter arising hereunder or thereunderAND AGREES THAT IT WILL NOT SEEK A TRIAL BY JURY IN ANY SUCH PROCEEDING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 4.13 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.13 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to contracts executed and to be performed wholly within such State and, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSwithout giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. (b) Each of the parties hereto hereby Party irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general exclusive jurisdiction of the courts Court of Chancery of the State of New YorkDelaware (or, solely if such court declines jurisdiction, to any federal court located in the courts State of Delaware) any Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such Action may be heard and determined only in such court and not to bring any such Action in any other court, except as provided in clause (i) of the United States last sentence of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection this Section 10.2(b). Each Party hereby agrees that it may now will not attempt to deny or hereafter have to the venue of defeat such action jurisdiction by motion or proceeding in other request for leave from any such court or that such action or proceeding was brought in an inconvenient court and, without limiting the generality of the foregoing, waives, and agrees not to plead assert by way of motion, defense, counterclaim, or claim otherwise, the same; defense of an inconvenient forum to the maintenance of such Action. The Parties further agree (iiii) that any final and non-appealable judgment against any of them in any Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment, and each Party agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, any contention that any such judgment may not be recognized and/or enforced in whole or in part; and (ii) that service of process upon such Party in any such action or proceeding may Action shall be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined effective if notice is given in accordance with Section 11 of this Agreement;10.5. (ivc) agrees that nothing herein shall affect the right Each Party to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (v) this Agreement knowingly, intentionally, and voluntarily waives to the fullest extent permitted by applicable law, each party hereto irrevocably waives all right of Law trial by jury in any action, proceeding or counterclaim brought by any of them against the other arising out of or in any way connected with this Agreement, or any other agreements executed in connection herewith or the administration thereof or any of the transactions contemplated herein or therein, including any Action relating to the Debt Financing or the performance thereof or involving any Debt Financing Source. No Party to this Agreement shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based onupon, or arising out of, under this Agreement or any related instruments or the relationship between the Parties. No Party will seek to consolidate any such Action in which a jury trial has been waived with any other Action in which a jury trial cannot be or has not been waived. Each Party to this Agreement certifies that it has been induced to enter into this agreement or instrument by, among other things, the mutual waivers and certifications set forth above in this Section 10.2. (d) Notwithstanding anything to the contrary contained in this Section 10.2, each party to this Agreement acknowledges and irrevocably agrees (i) that any legal action, whether at Law or in connection with equity, whether in Contract or in tort or otherwise, against any Debt Financing Source arising out of or relating to this AgreementAgreement or the Debt Commitment Letters or the performance thereunder shall be subject to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (ii) that any legal action, whether at Law or in equity, whether in Contract or in tort or otherwise, against any Debt Financing Source (in such capacity) shall be governed by, and construed in accordance with, the laws of the State of New York, (iii) not to bring or permit any of their Affiliates to bring any such legal action in any other Transaction Documentcourt, or (iv) that the provisions of Section 10.2(c) shall apply to any matter arising hereunder or thereundersuch legal action and (v) that the Debt Financing Sources are express third-party beneficiaries of this Section 10.2(d).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall be construed and enforced in accordance with, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSand the rights and duties of the parties shall be governed by, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWthe law of the State of Delaware, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSwithout regard to principles of conflicts of laws that would result in the application of the law of any other jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in party agrees that it will bring any legal action or proceeding relating to in respect of any claim arising out of this Agreement or any documents executed and delivered the transactions contemplated hereby exclusively in connection herewith, or for recognition and enforcement the Court of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts Chancery of the State of New YorkDelaware or, if such court shall not have jurisdiction, another federal or state court of competent jurisdiction located in the courts State of Delaware (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the United States of America for the Southern District of New York and appellate courts from any thereof; Chosen Courts, (ii) consents that waives any objection to laying venue in any such action or proceeding may be brought and maintained in such courts and the Chosen Courts, (iii) waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in Chosen Courts are an inconvenient court forum or do not have jurisdiction over any party and agrees not to plead or claim the same; (iiiiv) agrees that service of process upon such party in any such action or proceeding may will be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined effective if notice is given in accordance with Section 11 of this Agreement;5.8. (ivc) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (vI) to the extent permitted by applicable lawNO REPRESENTATIVE, each party hereto irrevocably waives all right of trial by jury in any actionAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, proceeding or counterclaim based onEXPRESSLY OR OTHERWISE, or arising out ofTHAT SUCH OTHER PARTY WOULD NOT, under or in connection with this AgreementIN THE EVENT OF ANY ACTION, any other Transaction DocumentSUIT OR PROCEEDING, or any matter arising hereunder or thereunderSEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 5.4(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThe Transaction Documents, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWSthe Transactions and all claims and defenses arising out of or relating to any such transactions or agreements or the formation, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWbreach, AND THE OBLIGATIONStermination or validity of any such agreements, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSshall in all respects be governed by, and construed in accordance with, the Laws of the State of New York without giving effect to any conflicts of Law principles of such state that would apply the Laws of another jurisdiction. (b) Each of the parties party hereto hereby irrevocably and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of any state or federal court in New York, New York, in any legal action Action directly or proceeding indirectly arising out of or relating to this Agreement or any documents executed and delivered in connection herewithAgreement, the transactions contemplated by this Agreement, or for recognition the formation, breach, termination or validity of this Agreement and enforcement agrees that all claims in respect of any judgment such Action shall be heard and determined solely in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereofsuch courts; (ii) consents that any such action or proceeding Action may and shall be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such action or proceeding Action in any such court or that such action or proceeding was brought in court is an inconvenient court forum for the Action and agrees not to assert, plead or claim the same; (iii) agrees that the final judgment of such court shall be enforceable in any court having jurisdiction over the relevant party or any of its assets; (iv) irrevocably waives any right to remove any such Action from the Delaware Court of Chancery to any federal court; (v) agrees that service of process in any such action or proceeding Action may be effected by mailing a copy thereof of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person party at its address determined as provided in accordance with Section 11 of this Agreement;11.2; and (ivvi) agrees that nothing herein in this Agreement shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andapplicable rules of procedure. (vc) to the extent permitted by applicable lawEACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER ANY OF THE TRANSACTION AGREEMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, each party hereto irrevocably waives all right of trial by jury in any actionAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, proceeding or counterclaim based onTHE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS OR THE FORMATION, or arising out ofBREACH, under or in connection with this AgreementTERMINATION OR VALIDITY OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, any other Transaction DocumentAGENT OR ATTORNEY OR ANY OTHER PARTY HAS REPRESENTED, or any matter arising hereunder or thereunderEXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY HERETO MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS SECTION 11.9. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of This Agreement will be interpreted and construed in accordance with the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts Laws of the State of New YorkIllinois, without regard to its conflict of laws principles that would require application of the Laws of a jurisdiction other than the State of Illinois. Except as provided in Section 2.2(d), 2.3 and 8.2(c), the courts Parties hereby irrevocably and unconditionally (a) submit to the exclusive jurisdiction of any State or Federal Court sitting in the United States City of America for the Southern District of New York and appellate courts from any thereof; Chicago (ii) consents that any such action court, a “Chicago Court”), over any Action arising out of or proceeding may relating to this Agreement; (b) agree that service of any process, summons, notice or document by the means specified herein will be effective service of process for any Action brought and maintained against such Party in such courts and waives a Chicago Court; (c) waive any objection that it may now or hereafter have to the laying of venue of such action or proceeding in any such court or that such action or proceeding was Action brought in a Chicago Court has been brought in an inconvenient court forum; and agrees not to plead or claim the same; (iiid) agrees agree that service of process final judgment in any such action or proceeding Action in a Chicago Court will be conclusive and binding upon the Parties and may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; (iv) agrees that nothing herein shall affect the right to effect service of process enforced in any other manner permitted courts to whose jurisdiction the Party against whom enforcement is sought may be subject, by law or shall limit the right to xxx in any other jurisdiction; and (v) to the extent permitted by applicable lawsuit upon such judgment. IN ADDITION TO THE FOREGOING, each party hereto irrevocably waives all right of trial by jury in any actionEACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderAND EACH PARTY HEREBY ACKNOWLEDGES THAT SUCH WAIVER IS MADE WITH FULL UNDERSTATING AND KNOWLEDGE OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). (b) Each Any legal suit, action, or proceeding arising out of or based upon this Agreement, the Ancillary Documents, or the transactions contemplated hereby or thereby may be instituted in the federal courts of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action United States of America or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York in each case located in the City of New York, Borough of Manhattan, and each party irrevocably submits to the exclusive jurisdiction of such courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that in any such suit, action or proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court irrevocably waive and agrees agree not to plead or claim the same; (iii) agrees that service of process in any such court that any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or brought in any substantially similar form of mail), postage prepaid, to such Person at its address determined court has been brought in accordance with Section 11 of this Agreement;an inconvenient forum. (ivc) Each party acknowledges and agrees that nothing herein shall affect any controversy which may arise under this Agreement or the right Ancillary Documents is likely to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; involve complicated and difficult issues and (v) to the extent permitted by applicable law, therefore, each such party hereto irrevocably and unconditionally waives all any right of it may have to a trial by jury in respect of any action, proceeding or counterclaim based on, or legal action arising out of, under of or in connection with relating to this Agreement, the Ancillary Documents, or the transactions contemplated hereby or thereby. Each party to this Agreement certifies and acknowledges that (A) no representative of any other Transaction Documentparty has represented, expressly or any matter arising hereunder or thereunderotherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (B) such party has considered the implications of this waiver, (C) such party makes this waiver voluntarily, and (D) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 10.10(c).