Suits Against
Financing Providers.
(a) THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT
GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW RULES THAT
WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER
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JURISDICTION, EXCEPT THAT THE LAW OF ANOTHER JURISDICTION SHALL APPLY TO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY INSOFAR AS THIS AGREEMENT AND
SUCH TRANSACTIONS COVER OR RELATE TO A PART OF THE ASSETS FOR WHICH IT IS
MANDATORY THAT THE LAW OF ANOTHER JURISDICTION, WHEREIN OR ADJACENT TO WHICH
SUCH PART OF THE ASSETS ARE LOCATED, SHALL APPLY. EACH PARTY HERETO WAIVES THE
RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH OR RELATING TO THIS
AGREEMENT, ANY TRANSACTION AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED
HEREIN OR THEREIN AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE
TO EFFECT SUCH WAIVER.
(b) SUBJECT TO THE ARBITRATION AGREEMENT SET FORTH IN SECTIONS 3.3, 7.5 AND
8.18, BUYER AND SELLER CONSENT TO PERSONAL JURISDICTION IN ANY LEGAL ACTION,
SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT IN ANY COURT, FEDERAL OR
STATE, WITHIN DELAWARE, HAVING SUBJECT MATTER JURISDICTION AND WITH RESPECT TO
ANY SUCH CLAIM, BUYER AND SELLER IRREVOCABLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY CLAIM, OR ANY OBJECTION THAT BUYER OR SELLER MAY NOW OR
HEREAFTER HAVE, THAT VENUE OR JURISDICTION IS NOT PROPER WITH RESPECT TO ANY
SUCH LEGAL ACTION, SUIT OR PROCEEDING BROUGHT IN SUCH COURT IN DELAWARE,
INCLUDING ANY CLAIM THAT SUCH LEGAL ACTION, SUIT OR PROCEEDING BROUGHT IN SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND ANY CLAIM THAT BUYER OR
SELLER IS NOT SUBJECT TO PERSONAL JURISDICTION OR SERVICE OF PROCESS IN
DELAWARE. BUYER AND SELLER AGREE THAT EXCEPT WITH REGARD TO DISPUTES THAT ARE
SUBJECT TO ARBITRATION PURSUANT TO SECTION 7.5 AND EXCEPT WITH REGARD TO ACTIONS
FOR ENFORCEMENT OF AN ARBITRATION AWARD OR JUDGMENT, (i) THE FEDERAL OR STATE
COURTS WITHIN DELAWARE WILL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE
DISPUTES ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, (ii) NO ACTION
OR PROCEEDING WILL BE FILED IN ANY OTHER COURT.
(c) Notwithstanding anything herein to the contrary, each of the Parties agrees
that it will not bring or support any action, cause of action, claim,
cross-claim or third-party claim of any kind or description, whether in law or
in equity, whether in contract or in tort or otherwise, against the Equity
Providers or the Debt Providers and their respective current, former or future
directors, officers, general or limited partners, stockholders, members,
managers, controlling persons, Affiliates, employees or Representatives in any
way relating to this Agreement or any of the transactions contemplated by this
Agreement, including any dispute arising out of or relating in any way to the
Financing Letters or the performance thereof, in any forum other than the
Supreme Court of the State of New