Applicable Law; 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 giving effect to principles of conflicts of law or choice of law that would compel the application of the substantive laws of any other jurisdiction. EACH PARTY HERETO HEREBY WAIVES, ​ MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.

Governing Law; WAIVER OF JURY TRIAL.Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by,governedby and construed and enforced in accordance with,under the laws of the State of New York, without giving effectregard to principles of conflicts of law orthe choice of law that would compelprinciplesthereof. Each party hereby irrevocably submits to the applicationexclusive jurisdiction of the substantive lawsstate and federal courts sitting in the State of New York, City of New York for the adjudication of any other jurisdiction.dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives any objection that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY WAIVES, ​ MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY INFOR THE ADJUDICATION OF ANY LITIGATION IN ANY COURT WITH RESPECT TO,DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT,AGREEMENT OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law: Venue for Disputes; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Statestate of New York, without giving effect to principles of conflictsany choice of law or choiceconflict of law rules or provisions (whether of the state of New York or any other jurisdiction) that would compelcause the application of the substantive laws of any jurisdiction other jurisdiction. EACH PARTY HERETO HEREBY WAIVES, ​ MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.than the state of New York. Each of the parties hereto consents to the exclusive jurisdiction and venue of any state or federal court located in New York in which appeal from the New York Court of Appeals may validly be taken under the laws of the State of New York and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. Each of the parties hereto irrevocably waives the right to trial by jury.

Governing Law; WAIVER OF JURY TRIAL.Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by,by and construed and enforced in accordance with,under the laws of the State of New York,York without giving effectregard to principles of conflicts of law orthe choice of law that would compelprinciples thereof. Each party hereby irrevocably submits to the applicationexclusive jurisdiction of the substantive lawsstate and federal courts sitting in the State of New York located in The City of New York, Borough of Manhattan for the adjudication of any other jurisdiction.dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or thereby, and hereby irrevocably waives any objection that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY WAIVES, ​ MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY INFOR THE ADJUDICATION OF ANY LITIGATION IN ANY COURT WITH RESPECT TO,DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT,AGREEMENT OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.ANY TRANSACTION CONTEMPLATED HEREBY.

GOVERNING LAW AND TIME; 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 giving effect to principles of conflicts of law or choice of law that would compel the application of the substantive laws of any other jurisdiction.THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. THE COMPANY AND THE AGENT EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, ​ MAXIMUMTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH ORLEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT,AGREEMENT OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; WAIVER OF JURY TRIAL.Waiver of Jury Trial. This AgreementAmendment shall be governed by,by and construed and enforced in accordance with,with the laws of the State of New York, without giving effect to principles of conflicts of law or choice of law that would compel the application of the substantive laws of any other jurisdiction.York. EACH PARTYOF THE PARTIES HERETO HEREBYIRREVOCABLY WAIVES, ​ MAXIMUMTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,IT MAY LEGALLY DO SO, ITS RIGHT TO A TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITHACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.AMENDMENT.