Common use of Applicable Law and Jurisdiction Clause in Contracts

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) Any To the fullest extent permitted by applicable law, 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by applicable law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided. To the fullest extent permitted by applicable law, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware except to the extent otherwise explicitly provided herein. The provisions of this Section 15.8(b) shall not be applicable to an action, suit or proceeding to the extent it pertains to a matter as to which the claims are exclusively vested in the jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware. , or if the Chancery Court in the State of Delaware does not have jurisdiction over such matter. (c) Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. (cd) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, AGREEMENT OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS. CLAIMS UNDER THE FEDERAL SECURITIES LAWS SHALL NOT BE SUBJECT TO THIS JURY TRIAL WAIVER PROVISION. (e) Notwithstanding anything contrary in this Section 15.8, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Additionally, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provisions in this Agreement will not apply to suits brought to enforce any duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal and state courts have concurrent or exclusive jurisdiction, as the case may be, and Interest Holders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in any state or federal court of competent jurisdiction located within the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware such courts (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. This Section 15.8(b) shall not apply to matters arising under the federal securities laws. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, AGREEMENT OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS, EXCLUDING HOWEVER MATTERS ARISING UNDER FEDERAL SECURITIES LAW.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement Agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) Any To the fullest extent permitted by applicable law, 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by applicable law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided. To the fullest extent permitted by applicable law, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware except to the extent otherwise explicitly provided herein. The provisions of this Section 15.8(b) shall not be applicable to an action, suit or proceeding to the extent it pertains to a matter as to which the claims are exclusively vested in the jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware, or if the Chancery Court in the State of Delaware does not have jurisdiction over such matter. The Company acknowledges for the avoidance of doubt that this Section 15.8(b) shall not apply to claims arising under the Securities Act and the Exchange Act, and by agreeing to the provisions of this Section 15.8(b), each Member will not be deemed to have waived compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. (c) Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. (cd) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, AGREEMENT OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS. NOTWITHSTANDING THE ABOVE, THE FOREGOING WAIVER OF THE RIGHT TO A JURY TRIAL DOES NOT APPLY TO CLAIMS ARISING UNDER THE SECURITIES ACT AND THE EXCHANGE ACT.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement Agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) Any To the fullest extent permitted by applicable law, 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by applicable law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided. To the fullest extent permitted by applicable law, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware except to the extent otherwise explicitly provided herein. The provisions of this Section 15.8(b) shall not be applicable to an action, suit or proceeding to the extent it pertains to a matter as to which the claims are exclusively vested in the jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware, or if the Chancery Court in the State of Delaware does not have jurisdiction over such matter. The Company acknowledges for the avoidance of doubt that this Section 15.8(b) shall not apply to claims arising under the Securities Act and the Exchange Act, and by agreeing to the provisions of this Section 15.8(b), each Member will not be deemed to have waived compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. (c) Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. (cd) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBER’S MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, AGREEMENT OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS. NOTWITHSTANDING THE ABOVE, THE FOREGOING WAIVER OF THE RIGHT TO A JURY TRIAL DOES NOT APPLY TO CLAIMS ARISING UNDER THE SECURITIES ACT AND THE EXCHANGE ACT.

Applicable Law and Jurisdiction. THIS AGREEMENT (aINCLUDING THE VALIDITY AND ENFORCEABILITY HEREOF) This SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Agreement and or any Loan Paper may be brought in the rights of the parties shall be governed by and construed in accordance with the laws courts of the State of Delaware. NonNew York, the U.S. Federal Courts in such state, sitting in the County of New York, and each of Borrower, Administrative Agent, Letter of Credit Issuer and the Banks hereby irrevocably (a) accepts the non-contractual obligations exclusive jurisdiction of such courts for the purpose of any such action or proceeding, (if anyb) arising to the extent permitted by applicable Law, consents to the service of process out of said courts by the mailing thereof by U.S. registered or certified mail postage prepaid to such Person at its address as designated or provided in Section 14.1 and agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in connection with any other manner provided by Law. Nothing in this agreement (including its formation) Section 14.9 shall also be governed affect the rights of any party hereto to serve legal process on any other party hereto in any other manner permitted by Law or affect the laws right of the State of Delaware. The rights and liabilities of the Members any party hereto to bring any action or proceeding against any other party hereto in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreementcourts of any other jurisdiction. To the extent the rights that any party hereto has or obligations hereafter may acquire any immunity from jurisdiction of any Member are different by reason court or from any legal process (whether through service of any provision notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to either itself or its Property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement than they would otherwise be under and the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member other Loan Papers. Each party hereto hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement or any Loan Paper brought in the Supreme Court of the State of New York, County of New York or the U.S. District Court for the Southern District of New York, and hereby further irrevocably waives any such court or claims that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. THIS AGREEMENT (aINCLUDING THE VALIDITY AND ENFORCEABILITY HEREOF) This SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding against Borrower with respect to this Agreement and or any Loan Paper may be brought in the rights of the parties shall be governed by and construed in accordance with the laws courts of the State of DelawareNew York, the U.S. Federal Courts in such state, sitting in the County of New York, and Borrower hereby irrevocably accepts the exclusive jurisdiction of such courts for the purpose of any action or proceeding. Non-contractual obligations (if any) arising Borrower irrevocably consents to the service of process out of said courts by the mailing thereof by Administrative Agent by U.S. registered or certified mail postage prepaid to Borrower at its address designated on the signature pages hereto. Borrower agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in connection with any other manner provided by Law. Nothing in this agreement (including Section 14.9 shall affect the rights of any Bank or Administrative Agent to serve legal process in any other manner permitted by Law or affect the right of any Bank or Administrative Agent to bring any action or proceeding against Borrower or its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members properties in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreementcourts of any other jurisdiction. To the extent the rights that Borrower has or obligations hereafter may acquire any immunity from jurisdiction of any Member are different by reason court or from any legal process (whether through service of any provision notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to either itself or its property, Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement than they would otherwise be under and the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member other Loan Papers. Borrower hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement or any Loan Paper brought in the Supreme Court of the State of New York, County of New York or the U.S. District Court for the Southern District of New York, and hereby further irrevocably waives any such court or claims that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, provided that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 14.01 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP MEMBER’S INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement Agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, AGREEMENT OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out New York, United States of America, without giving effect to principles or in connection with this agreement (including its formation) shall also be governed by rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Actanother jurisdiction. (b) Any For the exclusive benefit of IFC, the Company irrevocably agrees to venue being laid in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan, in any legal action, suit or proceeding arising out of or relating to this Agreement, and waives any objections to venue based on grounds of forum non conveniens or inconvenient forum. (c) For the exclusive benefit of IFC, the Company irrevocably also submits to personal jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Company in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (d) The parties acknowledge and agree that no provision of this Agreement in any way constitutes or implies a waiver, termination or modification by IFC of any privilege, immunity or exemption of IFC granted in the Articles of Agreement establishing IFC, international conventions, or applicable law. (e) The Company hereby designates, appoints and empowers, on an automatically renewing basis, Corporation Service Company, with offices currently located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in the State of New York in respect of this Agreement. (f) As long as this Agreement remains in force, the Company shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in New York, New York, United States of America, with respect to this Agreement. The Company shall keep IFC advised of the identity and location of such agent. (g) The Company also irrevocably consents to the service of such papers being made by mailing copies of the papers by registered United States air mail, postage prepaid, to the Company at its address specified pursuant to Section 7.01 (Notices). In such a case, IFC shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Company. (h) Service in the manner provided in Sections 7.04(e), (f) and (g) in any action, suit or proceeding will be deemed personal service, will be accepted by the Company as such and will be valid and binding upon the Company for all purposes of any such action, suit or proceeding. (i) The Company irrevocably waives to the fullest extent permitted by Applicable Law: (i) its right of removal of any matter commenced by IFC in the courts of the State of New York to any other court in the United States of America or elsewhere; and (ii) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by IFC. (j) To the extent that the Company may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement from any suit, action execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Company irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (k) The Company hereby acknowledges that IFC shall be entitled under Applicable Law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding seeking arising out of or relating to enforce this Agreement or the transactions contemplated hereby brought against IFC in any provision ofcourt of the United States of America. The Company hereby waives any and all rights to demand a trial by jury in any action, suit or based on proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any matter forum in which IFC is not entitled to immunity from a trial by jury. (l) To the extent that the Company may, in any action, suit or proceeding brought in any of the courts referred to in Section 7.04(b) or a court of the Country or elsewhere arising out of or in connection with this Agreement, or the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents entitled to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue benefit of any provision of law requiring IFC in such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofpost security for the costs of the Company, or based on any matter arising out of to post a bond or to take similar action, the Company hereby irrevocably waives such benefit, in each case to the fullest extent now or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside future permitted under the laws of the Chancery Court in Country or, as the State of Delaware. Process in any suitcase may be, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on in which such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourt is located. (cm) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENTNothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise xxx the Company in the Country or any other appropriate jurisdiction, INCLUDINGor concurrently in more than one jurisdiction, WITHOUT LIMITATIONor to serve process, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSpleadings and other legal papers upon the Company in any manner authorized by the laws of any such jurisdiction.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement Agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court exclusively in the State of Delaware federal or state courts situated in Txxxxx County, Texas and each Member hereby consents to the such exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBER’S MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, AGREEMENT OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and THIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK. The Company hereby submits to the rights non-exclusive jurisdiction of the parties shall be governed by and construed any New York Court in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) any suit or proceeding arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant relating to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware . The Company irrevocably and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any New York Court and irrevocably and unconditionally waives and agrees, to the fullest extent permitted by law, not to plead or claim in any such court or that any such suit, action suit or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court . The Company irrevocably appointed Law Debenture Corporate Services Inc. as its authorized agent in the State Borough of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located Manhattan in the State City of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding New York upon which process may be served on in any party anywhere in the worldsuch suit or proceeding, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party and agrees that service of process on upon such party by agent, and written notice pursuant of said service to the Company by the person serving the same to the address provided in Section 15.01 will 11, shall be deemed in every respect effective service of process on upon the Company in any such partysuit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) Any To the fullest extent permitted by applicable law, 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by applicable law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided. To the fullest extent permitted by applicable law, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware except to the extent otherwise explicitly provided herein. The provisions of this Section 15.8(b) shall not be applicable to an action, suit or proceeding to the extent it pertains to a matter as to which the claims are exclusively vested in the jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware. , or if the Chancery Court in the State of Delaware does not have jurisdiction over such matter. (c) Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. (cd) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, AGREEMENT OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement Agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) Any To the fullest extent permitted by applicable law, 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by applicable law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided. To the fullest extent permitted by applicable law, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with with, this Agreement, or the transactions contemplated hereby or thereby thereby, in any court outside of the Chancery Court in the State of Delaware except to the extent otherwise explicitly provided herein. The provisions of this Section 15.8(b) shall not be applicable to an action, suit or proceeding to the extent it pertains to a matter as to which the claims are exclusively vested in the jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware, or if the Chancery Court in the State of Delaware does not have jurisdiction over such matter. The Company acknowledges for the avoidance of doubt that this Section 15.8(b) shall not apply to claims arising under the Securities Act and the Exchange Act, and by agreeing to the provisions of this Section 15.8(b), each Member will not be deemed to have waived compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. (c) Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. (cd) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST MEMBER’S CLASS A SHARE HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY COMPANY, ANY SERIES OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, AGREEMENT OR OTHERWISE AS TO THE COMPANY AS BETWEEN AND EACH SERIES, ON THE ONE HAND, AND SUCH PARTIES OR AMONG ANY SAID PERSONS, ON THE OTHER HAND. NOTWITHSTANDING THE ABOVE, THE FOREGOING WAIVER OF THE RIGHT TO A JURY TRIAL DOES NOT APPLY TO CLAIMS ARISING UNDER THE SECURITIES ACT AND THE EXCHANGE ACT.

Applicable Law and Jurisdiction. THIS AGREEMENT, EACH NOTE AND THE OTHER LOAN PAPERS (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF AND THEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, OTHER THAN CONFLICT OF LAWS RULES THEREOF, EXCEPT TO THE EXTENT THAT A LOAN PAPER EXPRESSLY ELECTS THE LAWS OF ANOTHER JURISDICTION OR THE LAWS OF ANY STATE IN WHICH ANY PROPERTY INTENDED AS SECURITY FOR THE OBLIGATIONS IS LOCATED NECESSARILY GOVERN (a) This THE PERFECTION AND PRIORITY OF THE LIENS IN FAVOR OF ADMINISTRATIVE AGENT AND BANKS WITH RESPECT TO SUCH PROPERTY, AND (b) THE EXERCISE OF ANY REMEDIES (INCLUDING FORECLOSURE) WITH RESPECT TO SUCH PROPERTY. Any legal action or proceeding against Borrower with respect to this Agreement and or any Loan Paper may be brought in the rights of the parties shall be governed by and construed in accordance with the laws courts of the State of Delaware. Non-contractual obligations (if any) arising out New York, the U.S. Federal Courts in such state, sitting in the County of New York, or in connection with this agreement the courts of any other jurisdiction where such action or proceeding may be properly brought, and Borrower hereby irrevocably accepts the jurisdiction of such New York courts for the purpose of any action or proceeding. Borrower hereby designates and irrevocably appoints and empowers CT Corporation System (including the “Process Agent”), currently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its formation) shall also authorized agent to accept, receive and acknowledge for and on behalf of Borrower and its property service of any and all process which may be governed by served but only in any action, suit or proceeding of the laws of nature referred to above in the State of DelawareNew York and further agree that failure of such firm to give Borrower any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action on proceeding based thereon. The Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Borrower further irrevocably consents to the service of process out of said courts by the mailing thereof by Administrative Agent by U.S. registered or certified mail postage prepaid to Borrower at its address designated on the signature pages hereto. Borrower agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by Law. Nothing in this Section 14.9 shall affect the rights and liabilities of any Bank or Administrative Agent to serve legal process in any other manner permitted by Law or affect the Members right of any Bank or Administrative Agent to bring any action or proceeding against Borrower or its properties in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreementcourts of any other jurisdiction. To the extent the rights that Borrower has or obligations hereafter may acquire any immunity from jurisdiction of any Member are different by reason court or from any legal process (whether through service of any provision notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to either itself or its property, Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement than they would otherwise be under and the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member other Loan Papers. Borrower hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement or any Loan Paper brought in the Supreme Court of the State of New York, County of New York or the U.S. District Court for the Southern District of New York, and hereby further irrevocably waives any such court or claims that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, AGREEMENT OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareNew York, United States of America. (b) For the exclusive benefit of IFC, each Obligor irrevocably agrees to venue being laid in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan, in any legal action, suit or proceeding arising out of or relating to this Agreement, and waives any objections to venue based on grounds of forum non conveniens or inconvenient forum. (c) For the exclusive benefit of IFC, each Obligor irrevocably also submits to Personal jurisdiction of any such court in any such action, suit or proceeding. Non-contractual Final judgment against such Obligor in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (d) The parties acknowledge and agree that no provision of this Agreement in any way constitutes or implies a waiver, termination or modification by IFC of any privilege, immunity or exemption of IFC granted in the Articles of Agreement establishing IFC, international conventions, or applicable law. (e) Each Obligor hereby irrevocably designates, appoints and empowers National Corporate Research Ltd, with offices currently located at 00 Xxxx 00xx Xx., 00xx xxxxx, Xxx Xxxx, XX 00000, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in the State of New York in respect of this Agreement. (f) As long as this Agreement remains in force, each Obligor shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in New York, New York, United States of America, with respect to this Agreement. The Obligors shall keep IFC advised of the identity and location of such agent. (g) The Obligors also irrevocably consent, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to such Obligor, at its address specified pursuant to Section 8.02 (Notices). In such a case, IFC shall also send by facsimile, or have sent by facsimile, a copy of the papers to each Obligor. (h) Service in the manner provided in Sections 8.05 (e),(f) and (g) in any action, suit or proceeding will be deemed Personal service, will be accepted by the applicable Obligor as such and will be valid and binding upon the Obligors for all purposes of any such action, suit or proceeding. (i) Each Obligor irrevocably waives to the fullest extent permitted by applicable law: (i) its right of removal of any matter commenced by IFC in the courts of the State of New York to any court of the United States of America; and (ii) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by IFC. (j) To the extent that any Obligor may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any other Transaction Document to which it is a party, from any suit, execution, attachment (if anywhether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, each Obligor irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (k) The Obligors hereby acknowledge that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. The Obligors hereby waive any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury. (l) To the extent that any Obligor may, in any action, suit or proceeding brought in any of the courts referred to in Section 8.05(b) or a court of the Country or elsewhere arising out of or in connection with this agreement (including its formation) shall also Agreement or any other Transaction Document to which such Obligor is a party, be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant entitled to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason benefit of any provision of this Agreement than they would otherwise be under the Delaware Act law requiring IFC in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofpost security for the costs of such Obligor, or based on any matter arising out of to post a bond or to take similar action, such Obligor hereby irrevocably waives such benefit, in each case to the fullest extent now or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside future permitted under the laws of the Chancery Court in Country or, as the State of Delaware. Process in any suitcase may be, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on in which such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourt is located. (cm) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENTNothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise xxx any Obligor in the Country or any other appropriate jurisdiction, INCLUDINGor concurrently in more than 1 jurisdiction, WITHOUT LIMITATIONor to serve process, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSpleadings and other legal papers upon any Obligor in any manner authorized by the laws of any such jurisdiction.

Applicable Law and Jurisdiction. (a) This THIS AGREEMENT AND THE LOAN DOCUMENTS PROVIDED FOR HEREIN (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF AND THEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, OTHER THAN CONFLICT OF LAWS RULES THEREOF. Any legal action or proceeding against the Borrower with respect to this Agreement and or any Loan Document may be brought in the rights of the parties shall be governed by and construed in accordance with the laws courts of the State of Delaware. Non-contractual obligations (if any) arising out New York, the U.S. Federal Courts in such state, sitting in the County of New York, or in connection with this agreement (including its formation) shall also the courts of any other jurisdiction where such action or proceeding may be governed by properly brought, and the laws Borrower hereby irrevocably accepts the jurisdiction and venue of such courts for the State purpose of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreementany action or proceeding. To the extent that the rights Borrower has or obligations hereafter may acquire any immunity from jurisdiction of any Member are different by reason court or from any legal process (whether through service of any provision notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to either itself or its property, the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement than they would otherwise be under and the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Actother Loan Documents. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT THE LENDER AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY THE BORROWER IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, THE NOTE OR OTHERWISE AS TO THE COMPANY AS BETWEEN OTHER LOAN DOCUMENTS OR AMONG ANY SAID PERSONSTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Applicable Law and Jurisdiction. (a) 7.10.1 This Agreement and the rights of the parties shall be governed by by, and construed in accordance with with, the laws of the State of Delaware. NonNew York of the United States of America without regard to any conflict of laws principles thereof that would result in the general application of the law of any other jurisdiction. 7.10.2 The Borrower hereby irrevocably and unconditionally submits, for itself and its Property, to the non-contractual obligations (if any) exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and of the United States of America District Court for the Southern District of New York, and any appellate court from any thereof, in any Action arising out of or relating to this Agreement or any other Financing Document (other than the Notes and any Security Document) to which the Borrower is a party. Final judgment against the Borrower in connection with any such Action shall be conclusive and may be enforced in any other jurisdiction including the Borrower’s Country by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by Applicable Law. 7.10.3 Nothing in this agreement (including its formation) Agreement shall also be governed affect IDB Invest’s right to commence legal proceedings or otherwise sue the Borrower in the Borrower’s Country, in any other appropriate jurisdiction or concurrently in more than one jurisdiction or to serve process, pleadings and other legal papers upon the Borrower in any manner authorized by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provisionjurisdiction. 7.10.4 The Borrower agrees irrevocably to designate, appoint and empower Registered Agents Inc., with offices at 00 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxx 00, Xxxxxx, Xxx Xxxx, XX 00000, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court such other Person located in the State of Delaware New York that IDB Invest approves is acceptable to it, as the Borrower’s authorized agent (the ” Process Agent”) to receive on its behalf service of legal process in any Action that IDB Invest may bring in respect of this Agreement or any other Financing Document to which the Borrower is a party in any court specified in Section 7.10.2 above. CONFIDENTIAL 7.10.5 The Borrower shall, for so long as this Agreement is in effect, maintain a duly appointed and each Member hereby consents to the exclusive jurisdiction of the Chancery Court authorized agent in the State of Delaware (New York acceptable to IDB Invest to receive for and on its behalf service of summons, complaint or other legal process in any Action that IDB Invest may bring in the State of New York in respect of this Agreement or any other Financing Document to which the Borrower is a party and shall keep IDB Invest advised of the appropriate appellate identity and location of such agent. 7.10.6 The Borrower further irrevocably consents that, if for any reason the Borrower has no authorized agent for service of process in the State of New York, then service of process may be made out of the courts therefrom) referred to in Section 7.10.2 by mailing copies thereof by registered United States of America mail to the Borrower at its address specified in Section 7.1 (Notices). IDB Invest shall also send the Borrower by email a copy of any such process. 7.10.7 Service of process in the manner provided in this Section 7.10 in any suitAction shall be deemed personal service, action or proceedingaccepted by the Borrower as such, and shall be valid and binding upon the Borrower for all the purposes of any such Action. 7.10.8 The Borrower irrevocably waives, to the fullest extent permitted by law, Applicable Law: (i) any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding Action brought in any such court or referred to in this Section 7.10; (ii) any claim that any such suit, action or proceeding which is Action brought in any such court has been brought in an inconvenient forum; provided, that if and (iii) its right of removal of any matter commenced by IDB Invest in the Chancery Court in courts of the State of Delaware shall not have jurisdiction over such matterNew York to any court of the United States of America. 7.10.9 To the extent that the Borrower may, then such suit, action or proceeding may be in any Action brought in other federal any of the courts referred to in Section 7.10.2, a court of the Borrower’s Country or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter elsewhere arising out of or in connection with this Agreement, the Notes or any other Financing Document to which it is a party, be entitled to the benefit of any provision of law requiring IDB Invest in such Action to post security for the costs of the Borrower or to post a bond or to take similar action, the Borrower hereby irrevocably waives such benefit to the fullest extent now or hereafter permitted under the Applicable Law of the jurisdiction in which such court is located. 7.10.10 To the extent that the Borrower may be entitled in any jurisdiction to claim immunity for itself or its Property from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its Property, the Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. 7.10.11 The Borrower hereby acknowledges that IDB Invest shall be entitled under Applicable Law, including the International Organizations Immunities Act of 1945 (22 U.S.C. §288), to immunity from a trial by jury in any proceeding arising out of or relating to this Agreement or any other Financing Document to which the Borrower and IDB Invest are parties or the transactions contemplated hereby or thereby thereby, brought against IDB Invest in any court outside of the Chancery Court United States of America. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT TO WHICH IT AND IDB INVEST ARE PARTIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND FOR ANY COUNTERCLAIM THEREON, BROUGHT BY OR AGAINST IDB INVEST IN ANY FORUM IN WHICH IDB INVEST OR IDB IS NOT ENTITLED TO IMMUNITY FROM TRIAL BY JURY. The Borrower agrees that the waivers set forth above shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States of America (28 U.S.C. §§1602-1611) and are intended to be irrevocable for purposes of such Act. 7.10.12 The parties have participated jointly in the negotiation and drafting of this Agreement and the other Financing Documents. The Borrower expressly acknowledges that it has had the opportunity to retain and consult with counsel of its choice admitted under the laws of the State of DelawareNew York and that it has elected not to retain such counsel in connection with the negotiation and drafting of this Agreement and each other Financing Document governed by New York law. Process in any suitIf an ambiguity or question of intent or interpretation arises, action this Agreement and the other Financing Documents shall be construed as if drafted jointly by the parties, and no presumption or proceeding may be served on burden of proof shall arise favoring or disfavoring any party anywhere in by virtue of the world, whether within or without the jurisdiction authorship of any court. Without limiting provisions of this Agreement or any other Financing Document, the foregoing, each party agrees that service relative bargaining power of process on such party by written notice pursuant the parties or the Borrower’s failure to Section 15.01 will be deemed effective service retain counsel admitted under the laws of process on such partythe State of New York. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. 13.1. The transactions (arechtshandelingen) This Agreement and the rights contemplated by this deed shall be governed exclusively by Dutch law. 13.2. Each of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereto hereby consents irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, County of New Castle (or, if (but only if) such court shall be unavailable, any other court of the State of Delaware or any Federal court sitting in the State of Delaware), for the purpose of any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this deed and each of the parties hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined exclusively in the Court of Chancery of the State of Delaware, County of New Castle (or, if (but only if) such court shall be unavailable, any other court of the State of Delaware or any Federal court sitting in the State of Delaware). 13.3. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this deed, on behalf of itself or its property, by personal delivery of copies of such process to such party and nothing in this Article 13.3 shall affect the right of any party to serve legal process in any other manner permitted by law, (b) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery, County of New Castle, any other court of the State of Delaware, County of New Castle, and any Federal court sitting in the State of Delaware (and of for the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue purpose of any dispute arising out of this deed or the transactions contemplated by this deed, (c) agrees that it will not attempt to deny or defeat such suit, action personal jurisdiction by motion or proceeding in other request for leave from any such court and (d) agrees that it will not bring any action relating to this deed or that any such suit, action or proceeding which is brought the transactions contemplated by this deed in any court other than the Delaware Court of Chancery located in the County of New Castle (or, if (but only if) such court has been brought in an inconvenient forum; providedshall be unavailable, that if the Chancery Court in any other court of the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located any Federal court sitting in the State of Delaware). Each Member hereby waives of the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby parties hereto agrees that a final judgment in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding shall be conclusive and may be served enforced in other jurisdictions by suit on the judgment or in any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party other manner provided by written notice pursuant to Section 15.01 will be deemed effective service of process on such partylaw. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareNew York, United States of America. (b) For the exclusive benefit of IFC, the Borrower irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement may be brought in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. Non-contractual By the execution of this Agreement, the Borrower irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Borrower in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (c) Nothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise sue the Borrower in the Country or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Borrower in any manner authorized by the laws of any such jurisdiction. (d) The Borrower hereby irrevocably designates, appoints and empowers Corporation Service Company, with offices currently located at 1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in the State of New York in respect of this Agreement. (e) As long as this Agreement remains in force, the Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in New York, New York, United States of America, with respect to this Agreement. The Borrower shall keep IFC advised of the identity and location of such agent. (f) The Borrower also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrower, at its address specified pursuant to Section 7.02 (Notices). In such a case, IFC shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Borrower. (g) Service in the manner provided in Sections 7.05 (d), (e) and (f) in any action, suit or proceeding will be deemed personal service, will be accepted by the Borrower as such and will be valid and binding upon the Borrower for all purposes of any such action, suit or proceeding. (h) The Borrower irrevocably waives to the fullest extent permitted by Applicable Law: (i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this section; (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (iii) its right of removal of any matter commenced by IFC in the courts of the state of New York to any court of the United States Of America; and (iv) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by IFC. (i) To the extent that the Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any other Transaction Document to which it is a party, from any suit, execution, attachment (if anywhether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (j) The Borrower hereby acknowledges that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. THE BORROWER HEREBY WAIVES ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, BROUGHT AGAINST IFC IN ANY FORUM IN WHICH IFC IS NOT ENTITLED TO IMMUNITY FROM A TRIAL BY JURY. (k) To the extent that the Borrower may, in any action, suit or proceeding brought in any of the courts referred to in Section 7.05(b) or a court of the Country or elsewhere arising out of or in connection with this agreement (including its formation) shall also Agreement or any other Transaction Document to which the Borrower is a party, be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant entitled to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason benefit of any provision of this Agreement than they would otherwise be under the Delaware Act law requiring IFC in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofpost security for the costs of the Borrower, or based on any matter arising out of to post a bond or to take similar action, the Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside future permitted under the laws of the Chancery Court in Country or, as the State of Delaware. Process in any suitcase may be, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on in which such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourt is located. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) Any To the fullest extent permitted by applicable law, 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by applicable law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided. To the fullest extent permitted by applicable law, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware except to the extent otherwise explicitly provided herein. The provisions of this Section 15.8(b) shall not be applicable to an action, suit or proceeding to the extent it pertains to a matter as to which the claims are exclusively vested in the jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware. , or if the Chancery Court in the State of Delaware does not have jurisdiction over such matter. (c) Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 15.1 will be deemed effective service of process on such party. (cd) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, AGREEMENT OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS. CLAIMS UNDER THE FEDERAL SECURITIES LAWS SHALL NOT BE SUBJECT TO THIS JURY TRIAL WAIVER PROVISION. (e) Notwithstanding anything contrary in this Section 15.8, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Additionally, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provisions in this Agreement will not apply to suits brought to enforce any duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal and state courts have concurrent or exclusive jurisdiction, as the case may be, and Interest Holders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by by, and construed in accordance with with, the laws of the State of DelawareNew York. NonEach of the Company and the Selling Shareholder hereby submits to the non-contractual obligations (if any) exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant relating to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, . Each of the Company and the Selling Shareholder irrevocable and unconditionally waives any suit, action, objection to the laying of venue of any suit or proceeding brought under federal securities law, shall be arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in Chancery Court an inconvenient forum. Each of the Company and the Selling Shareholder irrevocably appoint Law Debenture Corporate Services Inc., as its authorized agent in the State Borough of Delaware and each Member hereby consents to the exclusive jurisdiction Manhattan in The City of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) New York upon which process may be served in any suit, action such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company and the Selling Shareholder by the person serving the same to the address provided in Section 12, shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. Each of the Company and the Selling Shareholder further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. Each of the Company and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have and all rights to the laying of the venue of any such suit, action or proceeding trial by jury in any such court or that any such suit, action or legal proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with relating to this Agreement, Agreement or the transactions contemplated hereby or thereby If the foregoing is in any court outside accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the Chancery Court counterparts hereof, whereupon it will become a binding agreement among the Company, the Selling Shareholder and the several Underwriters in accordance with its terms. Very truly yours, By: Name: Title: By: Name: Title: As Attorney-in-Fact acting on behalf of the Selling Shareholder named in Schedule B attached hereto The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. By: Name: Title: By: Name: Title: Acting on behalf of themselves and as the Representatives of the several Underwriters. Xxxxxxx Xxxxx (Asia) L.L.C. Deutsche Bank Securities Inc. Xxxxxx, Xxxxxxxx & Company, Incorporated China Renaissance Securities (Hong Kong) Limited Total 11,111,000 1,666,650 The Company 11,111,000 1,501,800 The Selling Shareholder: Xxxxxxx Xxxx — 164,850 Total 11,111,000 1,666,650 (1). General Use Free Writing Prospectuses (included in the State General Disclosure Package) “General Use Issuer Free Writing Prospectus” includes each of Delaware. Process in any suitthe following documents: [i. Final term sheet, action or proceeding may be served on any party anywhere in the worlddated [, whether within or without the jurisdiction a copy of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partywhich is attached hereto]. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.]

Applicable Law and Jurisdiction. (a) This All questions concerning the construction, validity, enforcement and interpretation of this Agreement in connection with the Transactions Documents involving the Company and the rights of the parties its Subsidiaries shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant Mexico, without regard to the Delaware Act principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and this Agreement. To the extent the rights or obligations defense of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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 herebyby this Agreement (whether brought against a party hereto or its respective affiliates, includingdirectors, without limitationofficers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in Guadalajara, Jalisco, Mexico and all parties hereto expressly waive any suit, action, other forum or proceeding brought under federal securities jurisdiction that may apply or correspond to them by virtue of law, shall be brought in Chancery Court in the State their current or future domiciles or due to any other cause. Each party hereby irrevocably and waives personal service of Delaware process and each Member hereby consents to the exclusive jurisdiction of the Chancery Court process being served in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such court action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. (b) All questions concerning the construction, validity, enforcement and interpretation of this Agreement in connection with the Transactions Documents involving Oceanic and its Subsidiaries shall be governed by and construed and enforced in accordance with the internal laws of California, United States of America, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, 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 exclusively in the state and federal courts sitting in San Diego, California and all parties hereto expressly waive any other forum or jurisdiction that may apply or correspond to them by virtue of law, their current or future domiciles or due to any other cause. Each party hereby irrevocably and waives personal service of process and consents to process being served in any such suit, action or proceeding which is brought by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any such court has been brought way any right to serve process in any other manner permitted by law. If either party shall commence an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or then the transactions contemplated hereby or thereby prevailing party in any court outside of the Chancery Court in the State of Delaware. Process in any suit, such action or proceeding may shall be served on any reimbursed by the other party anywhere in for its reasonable attorneys’ fees and other costs and expenses incurred with the worldinvestigation, whether within preparation and prosecution of such action or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partyproceeding. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) 7.10.1 This Agreement and the rights of the parties shall be governed by by, and construed in accordance with with, the laws of the State of Delaware. NonNew York of the United States of America without regard to any conflict of laws principles thereof that would result in the general application of the law of any other jurisdiction. 7.10.2 The Borrower hereby irrevocably and unconditionally submits, for itself and its Property, to the non-contractual obligations (if any) exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and of the United States of America District Court for the Southern District of New York, and any appellate court from any thereof, in any Action arising out of or relating to this Agreement or any other Financing Document (other than the Notes and any Security Document) to which the Borrower is a party. Final judgment against the Borrower in connection with any such Action shall be conclusive and may be enforced in any other jurisdiction including the Borrower’s Country by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by Applicable Law. 7.10.3 Nothing in this agreement (including its formation) Agreement shall also be governed affect XxxX’s right to commence legal proceedings or otherwise sue the Borrower in the Borrower’s Country, in any other appropriate jurisdiction or concurrently in more than one jurisdiction or to serve process, pleadings and other legal papers upon the Borrower in any manner authorized by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provisionjurisdiction. 7.10.4 The Borrower agrees irrevocably to designate, appoint and empower Registered Agents Inc., with offices at 00 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxx 00, Xxxxxx, Xxx Xxxx, XX 00000, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court such other Person located in the State of Delaware New York that BlaO approves is acceptable to it, as the Borrower’s authorized agent (the “Process Agent”) to receive on its behalf service of legal process in any Action that BlaO may bring in respect of this Agreement or any other Financing Document to which the Borrower is a party in any court specified in Section 7.10.2 above. 7.10.5 The Borrower shall, for so long as this Agreement is in effect, maintain a duly appointed and each Member hereby consents to the exclusive jurisdiction of the Chancery Court authorized agent in the State of Delaware (New York acceptable to BlaO to receive for and on its behalf service of summons, complaint or other legal process in any Action that BlaO may bring in the State of New York in respect of this Agreement or any other Financing Document to which the Borrower is a party and shall keep BlaO advised of the appropriate appellate identity and location of such agent. 7.10.6 The Borrower further irrevocably consents that, if for any reason the Borrower has no authorized agent for service of process in the State of New York, then service of process may be made out of the courts therefrom) referred to in Section 7.10.2 by mailing copies thereof by registered United States of America mail to the Borrower at its address specified in Section 7.1 (Notices). BlaO shall also send the Borrower by email a copy of any such process. 7.10.7 Service of process in the manner provided in this Section 7.10 in any suitAction shall be deemed personal service, action or proceedingaccepted by the Borrower as such, and shall be valid and binding upon the Borrower for all the purposes of any such Action. 7.10.8 The Borrower irrevocably waives, to the fullest extent permitted by law, Applicable Law: (i) any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding Action brought in any such court or referred to in this Section 7.10; (ii) any claim that any such suit, action or proceeding which is Action brought in any such court has been brought in an inconvenient forum; provided, that if and (iii) its right of removal of any matter commenced by BlaO in the Chancery Court in courts of the State of Delaware shall not have jurisdiction over such matterNew York to any court of the United States of America. 7.10.9 To the extent that the Borrower may, then such suit, action or proceeding may be in any Action brought in other federal any of the courts referred to in Section 7.10.2, a court of the Borrower’s Country or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter elsewhere arising out of or in connection with this Agreement, the Notes or any other Financing Document to which it is a party, be entitled to the transactions contemplated benefit of any provision of law requiring BlaO in such Action to post security for the costs of the Borrower or to post a bond or to take similar action, the Borrower hereby irrevocably waives such benefit to the fullest extent now or thereby hereafter permitted under the Applicable Law of the jurisdiction in which such court is located. 7.10.10 To the extent that the Borrower may be entitled in any court outside jurisdiction to claim immunity for itself or its Property from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the Chancery Court extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its Property, the Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. 7.10.11 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT TO WHICH THE BORROWER IS A PARTY OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 7.10.12 The parties have participated jointly in the negotiation and drafting of this Agreement and the other Financing Documents. The Borrower expressly acknowledges that it has had the opportunity to retain and consult with counsel of its choice admitted under the laws of the State of DelawareNew York and that it has elected not to retain such counsel in connection with the negotiation and drafting of this Agreement and each other Financing Document governed by New York law. Process in any suitIf an ambiguity or question of intent or interpretation arises, action this Agreement and the other Financing Documents shall be construed as if drafted jointly by the parties, and no presumption or proceeding may be served on burden of proof shall arise favoring or disfavoring any party anywhere in by virtue of the world, whether within or without the jurisdiction authorship of any court. Without limiting provisions of this Agreement or any other Financing Document, the foregoing, each party agrees that service relative bargaining power of process on such party by written notice pursuant the parties or the Borrower’s failure to Section 15.01 will be deemed effective service retain counsel admitted under the laws of process on such partythe State of New York. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties CSA shall be governed by and construed in accordance with according to the laws of the State of DelawareItalian Law. Non-contractual obligations (if any) Any dispute arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities lawCSA, shall be brought referred to and finally resolved by the Court of Rome. I undertake to inform Enel S.p.a and the Seeker, immediately, if after the date of submission till the end of the evaluation process, any of the exclusion of conflict of interest causes will arise. Declaration of honour on exclusion criteria and absence of conflict of interest It is declared that the Solver is not in Chancery Court one of the following situations: a) it is bankrupt or being wound up, is having its affairs administered by the courts, has entered into an arrangement with creditors, has suspended business activities, is the subject of proceedings concerning those matters, or is in any analogous situation arising from a similar procedure provided for in national legislation or regulations; b) it or persons having powers of representation, decision making or control over it have been convicted of an offence concerning their professional conduct by a judgment which has the force of res judicata; c) it has been guilty of grave professional misconduct proven by any means which the contracting authority Bank and international organisations; d) it is not in compliance with its obligations relating to the payment of social security contributions or the payment of taxes in accordance with the legal provisions of the country in which it is established or with those of the country of the contracting authority or those of the country where the contract is to be performed; e) it or persons having powers of representation, decision making or control over it have been the subject of a judgment which has the force of res judicata for fraud, corruption, involvement in a criminal organisation or any other illegal activity, where such illegal activity is detrimental to the Union’s financial interests; f) it is subject to an administrative penalty for being guilty of misrepresenting the information required by the contracting authority as a condition of participation in a grant award procedure or another procurement procedure or failing to supply this information, or having been declared to be in serious breach of its obligations under contracts or grants covered by the Union's budget that the natural persons with power of representation, decision-making or control over the above-mentioned legal entity are not in the State situations referred to in b) and e) above; g) is not subject to a conflict of Delaware and each Member hereby consents interest; h) has not made false declarations in supplying the information required, as a condition of participation in the challenge or does not fail to the exclusive jurisdiction supply this information; i) is not in one of the Chancery Court situations of exclusion, referred to in the State of Delaware this Regulation (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Challenge-Specific Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party). (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareTHIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member Each party hereby consents irrevocably submits to the exclusive jurisdiction of the Chancery Court U.S. federal and state courts in the State Borough of Delaware Manhattan in The City of New York (and except for proceedings instituted in regard to the enforcement of the appropriate appellate courts therefroma judgment of any such court, as to which such jurisdiction is non-exclusive) in any suitsuit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties irrevocably and unconditionally waive, action to the fullest extent permitted by law, any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any U.S. federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waive and agree, to the fullest extent permitted by law, not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appointed Law Debenture Corporate Services, 800 0xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, as its authorized agent in the Borough of Manhattan in the City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 11, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. Each party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have and all rights to the laying of the venue of any such suit, action or proceeding trial by jury in any such court or that any such suit, action or legal proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with relating to this Agreement, Agreement or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partyhereby. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareNew York, United States of America. (b) Without limitation to any other rights or remedies afforded to IFC under this Agreement, at IFC’s option, any dispute, controversy or claim arising out of or relating to this Agreement or its breach, termination or invalidity (each a “Dispute”) which cannot be settled amicably may be finally and conclusively settled by arbitration under the Rules of Conciliation and Arbitration (the “ICC Rules”) of the International Chamber of Commerce (“ICC”). NonThe arbitral award shall be final and binding. The parties expressly waive their right to any form of appeal or recourse from or against such arbitral proceedings or arbitral award to any judicial authority, except as provided by the Convention on the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958, and acknowledge that any arbitral award rendered as provided in this Section shall be subject to such Convention. The arbitral tribunal shall not be authorized to take or provide, and the Borrowers shall not be authorized to seek from any judicial authority, any interim or conservative measures or pre-contractual award relief against IFC. Each party shall bear its own expenses, including costs of experts that it retains, travel expenses and legal fees; provided that, in apportioning costs under Article 31 of the ICC Rules, if the arbitral tribunal finds that any party shall have acted in bad faith or caused unnecessary expenses to be incurred by the other party in the arbitration, it may, in its discretion, award all or a part of such expenses of another party against any party that has so acted, and shall, in addition, take such conduct into account in apportioning the other costs of the arbitration. (c) The arbitral tribunal shall consist of one (1) arbitrator appointed by the Court of International Arbitration of the ICC, in accordance with the ICC Rules. (d) If any Dispute raises issues which are substantially the same as or connected with issues raised in a Dispute which has already been referred to arbitration (an “Existing Dispute”), or arises out of substantially the same facts as are the subject of an Existing Dispute (a “Related Dispute”), the arbitrator appointed or to be appointed in respect of any such Existing Dispute shall, upon request of IFC, also be appointed as the arbitrator in respect of any Related Dispute. If requested by a party, the arbitral tribunal shall decide, finally, whether the issues meet the criteria set forth herein. (e) Upon the request of IFC, the arbitral tribunal shall join any party to this Agreement to any reference to arbitration proceedings in relation to a Dispute and may make a single, final award determining all Disputes between or among them. The Borrowers hereby consent to be joined in any reference to arbitration proceedings in relation to any Dispute at the request of IFC. (f) Unless otherwise agreed by the parties to the arbitration, the place of arbitration shall be in New York, New York. The language of the arbitration and all pleadings, written statements, documents and decisions shall be English. Any award shall be made and paid in Dollars. (g) Notwithstanding Section 8.05(b), for the exclusive benefit of IFC, the Borrowers irrevocably agree that any legal action, suit or proceeding arising out of or relating to this Agreement may be brought in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. By the execution of this Agreement, the Borrowers irrevocably submit to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Borrowers in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (h) Nothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise xxx the Borrowers (or any one of them) in the Country or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Borrowers (or any one of them) in any manner authorized by the laws of any such jurisdiction. (i) Each of the Borrowers hereby irrevocably designates, appoints and empowers Xxxx Xxxxx, Esq., with offices currently located at Xxxxxx Xxxxxxx & Xxxx, LLP, 0 Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, XX 0000-0000, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in the State of New York in respect of this Agreement. (j) As long as this Agreement remains in force, each of the Borrowers shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in New York, New York, United States of America, with respect to this Agreement. The Borrowers shall keep IFC advised of the identity and location of such agent. (k) Each of the Borrowers also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrowers, at their addresses specified pursuant to Section 8.02 (Notices). In such a case, IFC shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Borrowers. (l) Service in the manner provided in Sections 8.05(i), (j) and (k) in any action, suit or proceeding will be deemed personal service, will be accepted by the Borrowers as such and will be valid and binding upon the Borrowers for all purposes of any such action, suit or proceeding. (m) Each of the Borrowers irrevocably waives to the fullest extent permitted by applicable law: (i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section; (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (iii) its right of removal of any matter commenced by IFC in the courts of the State of New York to any court of the United States of America; and (iv) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by IFC. (n) To the extent that either of the Borrowers may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any Transaction Document from any suit, execution, attachment (if anywhether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, such Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (o) The Borrowers hereby acknowledge that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. The Borrowers hereby waive any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury. (p) To the extent that the Borrowers may, in any action, suit or proceeding brought in any of the courts referred to in Section 8.05 (g) or a court of the Country or elsewhere arising out of or in connection with this agreement (including its formation) shall also Agreement or any Transaction Document be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant entitled to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason benefit of any provision of this Agreement than they would otherwise be under the Delaware Act law requiring IFC in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofpost security for the costs of either of the Borrowers, or based on any matter arising out of to post a bond or to take similar action, the Borrowers hereby irrevocably waive such benefit, in each case to the fullest extent now or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside future permitted under the laws of the Chancery Court in Country or, as the State of Delaware. Process in any suitcase may be, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on in which such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourt is located. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. SECTION 6.1. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware ActWITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF). (b) Any SECTION 6.2. With respect to any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with relating to this Agreement, or Agreement each of the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member parties hereto hereby consents irrevocably submits to the exclusive jurisdiction of the Chancery United States District Court in for the State Southern District of Delaware (and of the appropriate appellate courts therefrom) in any New York or if such suit, action or proceedingproceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County and irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now to venue being laid in such courts whether based on the grounds of forum non conveniens or hereafter have otherwise and hereby agrees not to the laying of the venue of commence any such suit, action or proceeding in any other than before one of such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourts. SECTION 6.3. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (cWHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) EVERY PARTY ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT. ANY PROCEEDING WHATSOEVER BETWEEN THE PARTIES RELATING TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES WILL INSTEAD BE TRIED IN A MEMBER OR HAS RIGHTS AS AN ASSIGNEE COURT OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO COMPETENT JURISDICTION BY A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, JUDGE SITTING WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSA JURY.

Applicable Law and Jurisdiction. (a) This The parties hereto expressly acknowledge and agree that this Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights Pledgor hereby expressly and liabilities of the Members in the Company irrevocably agrees and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of consents that any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement and the transactions contemplated herein may be instituted by Secured Party in connection with any State or Federal court sitting in Phoenix, Arizona and, by the execution and delivery of this Agreement, Pledgor expressly waives any objection which he may have now or the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents hereafter to the exclusive laying of the venue or to the jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding, and irrevocably waives, submits generally and unconditionally to the fullest jurisdiction of any such court in any such suit, action or proceeding. (b) Nothing contained in subsection (a) hereof shall preclude Secured Party from bringing any suit, action or proceeding arising out of or relating to this Agreement or the Note in the courts of any place where Pledgor or any of Pledgor's property or assets may be found or located. To the extent permitted by lawthe applicable laws of any such jurisdiction, any objection which it may now or hereafter have Pledgor hereby irrevocably submits to the laying jurisdiction of the venue any such court and expressly waives, in respect of any such suit, action or proceeding in any such court or that any such suitproceeding, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any courtcourt or courts which now or hereafter, by reason of his present, or future domicile, or otherwise, may be available to him. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (c) EVERY PLEDGOR AND SECURED PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY WAIVE THE RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSBY JURY.

Applicable Law and Jurisdiction. (a) This Agreement and 15.6.1 THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. 15.6.2 Each party hereto hereby submits to the rights nonexclusive jurisdiction of the parties shall be governed by United States District Court for the Southern District of New York and construed of any New York State court sitting in accordance with New York County for the laws purposes of the State of Delaware. Non-contractual obligations (if any) all legal proceedings arising out of or in connection with relating to this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company Agreement and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, other Transaction Document or the transactions contemplated hereby, including, without limitation, any suit, action, hereby or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction thereby. Each of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and parties hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Issuer agrees that the process by which any suit, action or proceeding in any such court or that is begun may be served on it by being delivered to Corporation Service Company (the “Agent”), 1180 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000 U.S.A., its designee, appointee and agent to receive, accept and acknowledge for and on its behalf such service of legal process. Without limiting the effect of the immediately preceding sentence, each of the parties hereto hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding which is brought by the mailing of copies to it or in any such court has been brought other manner permitted by Applicable Law. 15.6.3 TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES THE RIGHT TO DEMAND A TRIAL BY JURY, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, OR THE SUBJECT MATTER HEREOF OR THEREOF OR THE OVERALL TRANSACTION BROUGHT BY ANY OF THE PARTIES HERETO OR THEIR SUCCESSORS OR ASSIGNS. 15.6.4 Nothing in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives this Clause 15.6 limits the right of each of the parties hereto to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or bring proceedings against another party hereto in connection with this Agreement, or the transactions contemplated hereby or thereby Agreement (i) in any other court outside of the Chancery Court competent jurisdiction; or (ii) concurrently in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partymore than one jurisdiction. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement is governed by, and the rights of the parties shall be governed by and construed in accordance with with, the laws of the State of Delaware. Non-contractual obligations (if any) arising out New York, United States of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware ActAmerica. (b) Any For the exclusive benefit of the Senior Lenders, the Guarantor irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement may be brought in any court of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. By the execution of this Agreement, the Guarantor irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Guarantor in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including Mexico, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (c) Nothing in this Agreement shall affect the right of either Senior Lender to commence legal proceedings or otherwise xxx the Guarantor in Mexico or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Guarantor in any manner authorized by the laws of any such jurisdiction. (d) The Guarantor hereby irrevocably designates, appoints and empowers CT Corporation System, located at 000 Xxxxxx Xxxxxx, 13th Floor, New York, New York 10011, United States of America as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding either Senior Lender may bring in the State of New York in respect of this Agreement. (e) As long as this Agreement remains in force, the Guarantor shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding either Senior Lender may bring in New York, New York, United States of America, with respect to this Agreement. The Guarantor shall keep each Senior Lender advised of the identity and location of such agent. (f) The Guarantor also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Guarantor, at its address specified pursuant to Section 4.02. In such a case, the relevant Senior Lender shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Guarantor. (g) Service in the manner provided in subsections (d), (e) and (f) of this Section 4.03 in any action, suit or proceeding will be deemed personal service, will be accepted by the Guarantor as such and will be valid and binding upon the Guarantor for all purposes of any such action, suit or proceeding. (h) The Guarantor irrevocably waives to the fullest extent permitted by applicable law: (i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section; (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (iii) its right of removal of any matter commenced by a Senior Lender in the courts of the State of New York to any court of the United States of America; and (iv) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by a Senior Lender. (i) To the extent that the Guarantor may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement from any suit, action execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Guarantor irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (j) The Guarantor hereby acknowledges that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding seeking arising out of or relating to enforce this Agreement or the transactions contemplated hereby brought against IFC in any provision ofcourt of the United States of America. The Guarantor hereby waives any and all rights to demand a trial by jury in any action, suit or based on proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against either Senior Lender in any matter forum in which it is not entitled to immunity from a trial by jury. (k) To the extent that the Guarantor may, in any action, suit or proceeding brought in any of the courts referred to in subsection (b) of this Section 4.03 or elsewhere arising out of or in connection with this Agreement, or the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents entitled to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue benefit of any provision of law requiring either Senior Lender in such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofpost security for the costs of the Guarantor, or based on any matter arising out of to post a bond or to take similar action, the Guarantor hereby irrevocably waives such benefit, in each case to the fullest extent now or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside future permitted under the laws of the Chancery Court jurisdiction in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on which such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourt is located. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) 10.1 This Agreement and the rights of the parties shall be governed by and construed in accordance with Hellenic Law and in particular with the laws provisions of (i) Act of the State Monetary Committee under Serial No. 187/1978 (as amended), (ii) the provisions of DelawareX.X. dated 17.7/13.8.1923 on “Special Provisions on Societes Anonymes” and (iii) the special terms set out in the resolutions of the Bank of Greece or any other competent Authority. NonMoreover, the Borrower hereby acknowledges and declares that it is fully familiar with the General Transaction Terms of the Bank and it is hereby agreed that the said General Transaction Terms shall be deemed an integral part of this Agreement. 10.2 For the exclusive benefit of the Bank, each of the Borrower and the New Corporate Guarantor hereby (i) irrevocably submits to the non exclusive jurisdiction of the Courts of Piraeus in Greece and (ii) agrees that any summons, writ, judicial or extra-contractual obligations judicial notice, protest, payment order, order for payment, order for enforcement, announcement of claim or other legal process issued against it in Greece shall be served upon the Process Agent, who is hereby authorised to accept such service, which shall be deemed to be good service on each of the Borrower and the New Corporate Guarantor. (if anya) The submission to the jurisdiction of the Courts of Piraeus shall not (and shall not be construed so as to) limit the right of the Bank to take proceedings against the Borrower and/or the New Corporate Guarantor in the courts of any other jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. (b) The parties further agree that subject to sub-Clause 16.2(b) the Courts of Piraeus shall have exclusive jurisdiction to determine any claim which the Borrower may have against the Bank arising out of or in connection with this agreement (including its formation) shall also be governed Agreement and each of the Borrower and the New Corporate Guarantor hereby waives any objections to proceedings with respect to this Agreement in such courts on the grounds of venue or inconvenient forum. 10.3 If it is decided by the laws Bank that any such proceedings should be commenced in any other country, then any objections as to the jurisdiction or any claim as to the inconvenience of the State of Delaware. The rights and liabilities forum is hereby waived by each of the Members in Borrower and the Company New Corporate Guarantor and it is agreed and undertaken by each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act Security Parties to be waived or modified by instruct lawyers in that country to accept service of legal process and not to contest the Members, in which event any contrary provisions hereof shall be valid to validity of such proceedings as far as the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court court or courts involved is concerned and each of the Security Parties agrees that any judgement or order obtained in an English court shall be conclusive and binding on the Security Parties (and each of them) and shall be enforceable without review in the State courts of Delaware (and of the appropriate appellate courts therefrom) in any suitother jurisdiction. 10.4 Xx. Xxxxxxxxxx-Xxxxx Kallifidas, action or proceeding, and irrevocably waives, to the fullest extent permitted by an attorney at law, presently of 83 Akti Miaouli and Xxxxxx Xxxxxx, 000 00 Xxxxxxx, Xxxxxx, is hereby appointed by the Borrower as agent to accept service (hereinafter “Process Agent”) upon whom any objection which it may now or hereafter have to the laying judicial process in respect of the venue of any such suit, action or proceeding proceedings in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding Greece may be served and any process notice, judicial or extra-judicial request, demand for payment, payment order, foreclosure proceedings, notarial announcement of claim, notice, request, demand or other communication under this Agreement or any of the Security Documents. In the event that the Process Agent (or any substitute process agent notified to the Bank in accordance with the foregoing) cannot be found at the address specified above (or, as the case may be, notified to the Bank), which will be conclusively proved by a deed of a process server to the effect that the Process Agent was not found at such address, any process notice, judicial or extra-judicial request, demand for payment, payment order, foreclosure proceedings, notarial announcement of claim or other communication to be sent to any Security Party may be validly notified in accordance with the relevant provisions of the Hellenic Code on any party anywhere in the world, whether within or without the jurisdiction Civil Procedure. 10.5 In this Clause 10 “proceedings” means proceedings of any court. Without limiting the foregoingkind, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partyincluding an application for a provisional or protective measure. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties any claim, controversy or dispute arising under or related to this Agreement shall be governed by by, and construed in accordance with with, the laws of the State of DelawareNew York. NonThe Company and the Selling Shareholder hereby submits to the non-contractual obligations (if any) exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant relating to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, . The Company and the Selling Shareholder irrevocably and unconditionally waives any suit, action, objection to the laying of venue of any suit or proceeding brought under federal securities law, shall be arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in Chancery Court an inconvenient forum. The Company and the Selling Shareholder irrevocably appointed Law Debenture Corporate Services Inc. as its authorized agent in the State Borough of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court Manhattan in the State City of Delaware (and of the appropriate appellate courts therefrom) New York upon which process may be served in any suit, action such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company and such Selling Shareholder by the person serving the same to the address provided in Section 12, shall be deemed in every respect effective service of process upon the Company and such Selling Shareholder in any such suit or proceeding. The Company and the Selling Shareholder further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. The Company and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have and all rights to the laying of the venue of any such suit, action or proceeding trial by jury in any such court or that any such suit, action or legal proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with relating to this Agreement, Agreement or the transactions contemplated hereby or thereby hereby. If the foregoing is in any court outside accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the Chancery Court counterparts hereof whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, By: Name: Title: Very truly yours, By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted as of the State date first above written. By: Name: Title: By: Name: Title: By: Name: Title: Acting on behalf of Delawarethemselves and as the Representatives of the several Underwriters. Process in any suit, action or proceeding may be served By: Name: Title: Acting on any party anywhere in behalf of themselves and as the world, whether within or without Representatives of the jurisdiction of any courtseveral Underwriters. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party.Credit Suisse Securities (USA) LLC [●] [●] Xxxxxxx Xxxxx (Asia) L.L.C. [●] [●] Citigroup Global Markets Inc. [●] [●] Xxxxxxxxx LLC [●] [●] Total [●] [●] YY Inc. [●] [●] Total [●] [●] (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.1. Pricing Information: US$[●] per ADS

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out New York, United States of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware ActAmerica. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to For the exclusive jurisdiction benefit of IFC, the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or agrees that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an legal action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or relating to this Agreement may be brought in connection with the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. By the execution of this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without Borrower irrevocably submits to the jurisdiction of any courtsuch court in any such action, suit or proceeding. Without limiting Final judgment against the foregoingBorrower in any such action, each party agrees that service suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of process on such party which shall be conclusive evidence of the judgment, or in any other manner provided by written notice pursuant to Section 15.01 will be deemed effective service of process on such partylaw. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENTNothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise sxx the Borrower in the Country or any other appropriate jurisdiction, INCLUDINGor concurrently in more than one jurisdiction, WITHOUT LIMITATIONor to serve process, MATTERS ARISING UNDER FEDERAL SECURITIES LAWpleadings and other legal papers upon the Borrower in any manner authorized by the laws of any such jurisdiction. (d) The Borrower hereby irrevocably designates, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSappoints and empowers Law Debenture Corporate Services, Inc. with offices at 700 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in the State of New York in respect of this Agreement. (e) As long as this Agreement remains in force, the Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in New York,

Applicable Law and Jurisdiction. (a) This THIS AGREEMENT AND THE LOAN DOCUMENTS PROVIDED FOR HEREIN (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF AND THEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, OTHER THAN CONFLICT OF LAWS RULES THEREOF. Any legal action or proceeding against the Borrowers or the Guarantor with respect to this Agreement and or any Loan Document may be brought in the rights of the parties shall be governed by and construed in accordance with the laws courts of the State of Delaware. Non-contractual obligations (if any) arising out New York, the U.S. Federal Courts in such state, sitting in the County of New York, or in connection with this agreement the courts of any other jurisdiction where such action or proceeding may be properly brought, and the Borrowers and the Guarantor hereby irrevocably accept the jurisdiction of such courts for the purpose of any action or proceeding. The Borrowers and the Guarantor hereby designate and irrevocably appoint and empower CT Corporation System (including the "Process Agent"), currently located at 1633 Broadway, New York, New York 10019 in each case as xxx xxxxxxxxxx xxxxx xx xxxxxx, xxxxxxx xxx acknowledge for and on behalf of each and its formation) shall also property service of any and all process which may be governed by served but only in any action, suit or proceeding of the laws of nature referred to above in the State of DelawareNew York and further agree that failure of such firm to give the Borrowers or the Guarantor any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The rights Borrowers and liabilities the Guarantor hereby irrevocably authorize and direct the Process Agent to accept such service on their behalf. The Borrowers and the Guarantor further irrevocably consent to the service of process out of said courts by the mailing thereof by the Agent by U.S. registered or certified mail postage prepaid to the party to be served at its address designated in Section 6.1. The Borrowers and the Guarantor agree that a final judgment in any action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this Section 6.3 shall affect the right of the Members Lenders or the Agent to serve legal process in any other manner permitted by law or affect the right of the Lenders or the Agent to bring any action or proceeding against the Borrowers or the Guarantor or their properties in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreementcourts of any other jurisdiction. To the extent that the rights Borrowers or obligations the Guarantor has or hereafter may acquire any immunity from jurisdiction of any Member are different by reason court or from any legal process (whether through service of any provision notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to either itself or its property, the Borrowers and the Guarantor hereby irrevocably waive such immunity in respect of their obligations under this Agreement than they would otherwise be under and the Delaware Act in other Loan Documents. The Borrowers and the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member Guarantor hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, waive any objection which it they may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement or any Loan Document brought in the Supreme Court of the State of New York, County of New York or the U.S. District Court for the Southern District of New York, and hereby further irrevocably waive any such court or claim that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (cb) EVERY PARTY TO THIS AGREEMENT THE LENDERS, THE AGENT, THE BORROWERS AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY THE GUARANTOR IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, THE NOTE OR OTHERWISE AS TO THE COMPANY AS BETWEEN OTHER LOAN DOCUMENTS OR AMONG ANY SAID PERSONSTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Applicable Law and Jurisdiction. (a) 4.1 This Agreement and the rights of the parties shall be governed by by, and construed in accordance with with, the laws of the State of Delaware. Non-contractual obligations (if any) arising out New York, without regard to conflict of or law principles that would result in connection with this agreement (including its formation) shall also be governed by the laws application of any law other than the law of the State of Delaware. The rights New York. 4.2 Pursuant to and liabilities in accordance with Section 5-1402 of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of New York General Obligations Law, any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provisionclaim, suit, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Membersproceeding arising, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) Any suitwhole or in part, action or proceeding seeking to enforce any provision out of, or based on any matter arising out of in relation to, or in connection with this Agreement, or including without limitation any dispute as to the transactions contemplated herebyconstruction, includingvalidity, without limitationinterpretation, any suitenforceability, actionperformance, expiry, termination, or proceeding brought under federal securities lawbreach of this Agreement, whether based on contract, tort, or otherwise, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents subject to the exclusive jurisdiction of the Chancery Court state or federal courts in the State County of Delaware New York, New York. In connection with any such dispute, controversy or claim, the Parties, the Releasors and the Releasees unconditionally and irrevocably (and i) submit to the jurisdiction of the appropriate appellate state and federal courts therefromlocated in the County of New York, New York; (ii) in waive any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any all objection which it that they may now or hereafter have to the laying of the based on venue of any such suit, action or proceeding and/or forum non conveniens in any such court or that any such suit, action or proceeding which is suit brought in any such state or federal court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State County of Delaware. Each Member hereby waives the New York, New York; and (iii) waive any right to commence an actiona jury trial for any dispute, suit controversy, or claim arising out of, in relation to, or in connection with this Agreement. 4.3 In any claim, suit, or proceeding seeking to enforce any provisions arising, in whole or in part, out of, or based on any matter arising out of in relation to, or in connection with this Agreement, including without limitation any dispute as to the construction, validity, interpretation, enforceability, performance, expiry, termination, or the transactions contemplated hereby or thereby in any court outside breach of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the worldthis Agreement, whether within based on contract, tort, or without otherwise, the jurisdiction of any court. Without limiting Parties, the foregoingReleasors, each party agrees that and the Releasees hereby consent to service of process and other papers by hand delivery, FedEx, courier, overnight mail, or email, to the addresses set forth below. The Parties, the Releasors, and the Releasees further agree that such service shall be effective and complete upon the mailing or deposit of such papers with the delivery service, or the sending of the email, without the need for any further action by the party effectuating such service, and agree that any and all times to respond shall be calculated as if such papers were served by hand on such party the day process was effective as set forth herein. Nothing herein shall be construed to prohibit service by written notice pursuant any method otherwise authorized by the applicable rules of the court in which any claim, suit, or proceeding is brought. If to Section 15.01 will Axxxx, or any of its Releasors or Releasees, it shall be deemed effective service addressed to the Chief Executive Officer at the address set forth in the preamble. If to ChubeWorkx, or any of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENTits Releasors or Releasees, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.it shall be addressed to the Chief Executive Officer at the address set forth in the preamble

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareNew York, United States of America. (b) For the exclusive benefit of IFC, the Borrower and each Co-Borrower irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement may be brought in the courts of the United States located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. NonBy the execution of this Agreement, each party irrevocably submits to the jurisdiction of any such court and any appellate court from any thereof in any such action, suit or proceeding or appeal therefrom. A final non-contractual obligations appealable judgment in any such action, suit or proceeding or appeal therefrom shall be conclusive and may be enforced in any other jurisdiction, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (c) Nothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise xxx the Borrower and each Co-Borrower in the United States or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Borrower and each Co-Borrower in any manner authorized by the laws of any such jurisdiction. (d) The Borrower and each Co-Borrower hereby irrevocably designates, appoints and empowers CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in the State of New York in respect of this Agreement (e) As long as this Agreement remains in force, the Borrower and each Co-Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in New York, New York, with respect to this Agreement. The Borrower and each Co-Borrower shall keep IFC advised of the identity and location of such agent. (f) The Borrower and each Co-Borrower also irrevocably consents, if anyfor any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrower and each Co-Borrower, at its address specified pursuant to 8.02 (Notices). In such a case, IFC shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Borrower and each Co-Borrower. (g) Service in the manner provided in Section 8.05 (Applicable Law and Jurisdiction) in any action, suit or proceeding will be deemed personal service, will be accepted by the Borrower and each Co-Borrower as such and will be valid and binding upon the Borrower and each Co-Borrower for all purposes of any such action, suit or proceeding. (h) The Borrower and each Co-Borrower irrevocably waives to the fullest extent permitted by applicable law: (i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section; (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (iii) its right of removal of any matter commenced by IFC in the courts of the State of New York to any court of the United States; and (iv) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by IFC. (i) To the extent that the Borrower and each Co-Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its Obligations under this Agreement or any other Transaction Document to which it is a party, from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Borrower and each Co-Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (j) The Borrower and each Co-Borrower hereby acknowledges that 1FC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States. The Borrower and each Co-Borrower hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury. (k) To the extent that the Borrower and each Co-Borrower may, in any action, suit or proceeding brought in any of the courts referred to in Section 8.05 (Applicable Law and Jurisdiction) or elsewhere arising out of or in connection with this agreement (including its formation) shall also be governed by Agreement or any other Transaction Document to which the laws of the State of Delaware. The rights and liabilities of the Members in the Company Borrower and each Series and as between them shall Co-Borrower is a party, be determined pursuant entitled to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason benefit of any provision of this Agreement than they would otherwise be under the Delaware Act law requiring IFC in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofpost security for the costs of the Borrower and each Co-Borrower, or based on any matter arising out of to post a bond or to take similar action, the Borrower and each Co-Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside future permitted under the laws of the Chancery Court in United States or, as the State of Delaware. Process in any suitcase may be, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on in which such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourt is located. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the rights of transactions contemplated hereby, including the parties validity, interpretation, construction, breach, enforcement or termination hereof, shall be governed by by, and construed in accordance with with, the laws law of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware ActNew York. (b) Any suitFor the benefit of IDB Invest, action or proceeding seeking IDB and China Fund, the Borrower hereby irrevocably submits to enforce the non-exclusive jurisdiction of any provision of, or based on any matter arising out court of the United States of America located in the Southern District of New York or in connection with this Agreement, or the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in courts of the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts New York located in the State Borough of Delaware. Each Member hereby waives Manhattan or in the right courts of its domicile but only with respect to commence an actions brought against it, in any legal action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with relating to this Agreement, or . By the transactions contemplated execution and delivery of this Agreement the Borrower hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without irrevocably submits to the jurisdiction of any court. Without limiting such court and hereby irrevocably waives the foregoingbenefit of jurisdiction derived from present or future domicile or otherwise in any such Action; provided, each party agrees however, that service it is expressly understood and agreed by the parties hereto that the choice of process on such party the law to govern this Agreement, the selection of a forum for disputes or any other provision of this Agreement does not in any way constitute or may in any way be interpreted as a waiver by written notice pursuant any of IDB Invest, IDB or China Fund of any of its privileges or immunities granted to Section 15.01 will be deemed effective service of process on such partyit under the Agreement Establishing the Inter-American Investment Corporation, the Agreement Establishing the Inter-American Development Bank or any Applicable Law. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENTNothing in this Agreement shall affect the right of IDB Invest, INCLUDINGIDB or China Fund to commence legal proceedings or otherwise xxx the Borrower in Brazil or in any other appropriate jurisdiction or to serve process, WITHOUT LIMITATIONpleadings and other legal papers upon the Borrower in any manner authorized by the laws of any such jurisdiction. (d) The Borrower agrees irrevocably to designate and appoint Corporation Service Company, MATTERS ARISING UNDER FEDERAL SECURITIES LAWwith offices at 0000 Xxxxxx xx xxx Xxxxxxxx, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.Xxxxx 000, Xxx Xxxx, XX 00000-0000, or such other Pers on that IDB Invest approves in writing, as the Borrower’s authorized agent to receive on its behalf service of legal process in any Action that IDB Invest may bring in respect of this Agreement or any other Financing Document to which the Borrower is a party in any court specified in Section 6.10(b) (

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by by, and construed in accordance with with, the laws of the State of DelawareNew York. NonThe Company and the Selling Shareholders hereby submit to the non-contractual obligations (if any) exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant relating to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in . The Company and the State of Delaware Selling Shareholders irrevocable and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, unconditionally waive any objection which it may now or hereafter have to the laying of the venue of any such suit, action suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waive and agree not to plead or claim in any such court or that any such suit, action suit or proceeding which is brought in any such court has been brought in an inconvenient forum; provided. The Company and the Selling Shareholders irrevocably appointed Law Debenture Corporate Services Inc., that if the Chancery Court as its authorized agent in the State Borough of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought Manhattan in other federal or state courts located in the State The City of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding New York upon which process may be served on in any party anywhere in the worldsuch suit or proceeding, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party and agrees that service of process on upon such party by agent, and written notice pursuant of said service to the Company and the Selling Shareholders by the person serving the same to the address provided in Section 15.01 will 12, shall be deemed in every respect effective service of process upon the Company and the Selling Shareholders in any such suit or proceeding. The Company and the Selling Shareholders further agree to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. The Company and the Selling Shareholders irrevocably waive, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company and the Attorney-in-Fact for the Selling Shareholders, one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Selling Shareholders and the several Underwriters in accordance with its terms. Very truly yours, By: Name: Title: THE SELLING SHAREHOLDERS NAMED IN SCHEDULE B ATTACHED HERETO By: Name: Title: As Attorney-in-Fact acting on such partybehalf of each of the Selling Shareholders named in Schedule B attached hereto hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX (ASIA) L.L.C. By: Name: Title: DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: X.X. XXXXXX SECURITIES LLC By: Name: Title: Acting on behalf of themselves and as the Representatives of the several Underwriters. Xxxxxxx Xxxxx (Asia) L.L.C. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxx Xxxxxxx & Co. Xxxxxxxxxxx & Co. Inc. China Renaissance Securities (Hong Kong) Limited Total 6,000,000 900,000 DCM Entities 500,000 Sequoia Entities 500,000 Advanced Sea International Limited 252,847 Rapid Prince Development Limited 118,247 Dynasty Mount Enterprises Limited 375,000 Golden Rich Enterprise Company Limited 100,000 Modern Choice Trading Limited 50,000 Crown Harvest Enterprise Limited 50,000 Xxxxx Xxxx 50,000 Xiaohui Ma 3,906 Total 2,000,000 900,000 1. [ ] 1. Pricing Information: US$[·] per ADS [None. ] [None.] Xxxxxxx Xxxxx (cAsia) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENTL.L.C. 68th Floor, INCLUDINGXxxxxx Kong Center, WITHOUT LIMITATION2 Queen’s Road Central, MATTERS ARISING UNDER FEDERAL SECURITIES LAWHong Kong Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx and

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) . 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in any state or federal court of competent jurisdiction located within the State of Delaware California and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware such courts (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of DelawareCalifornia. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (cWHETHER BASED IN CONTRACT, TORT OR OTHERWISE) EVERY PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE THE ACTIONS OF ANY PORTION PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY THE PARTIES HERETO ALSO WAIVES ANY RIGHT BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A JURY TRIAL AS BY THE COURT. BY AGREEING TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING PROVISION, EACH PARTY WILL NOT BE DEEMED TO HAVE WAIVED THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER COMPANY'S COMPLIANCE WITH U.S. FEDERAL SECURITIES LAW, OR OTHERWISE AS TO LAWS AND THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSRULES AND REGULATIONS PROMULGATED THEREUNDER.

Applicable Law and Jurisdiction. (a) The Partners hereby irrevocably designate, appoint and empower the Managing Partner as agent to receive for and on behalf of the Partnership, service of process. The Partners further agree that such service of process may be made on the Managing Partner by personal service of a copy of the summons and complaint or other legal process in any such legal suit, action or proceeding, or by other method of service provided for under the applicable laws of the State of Delaware, and the Managing Partner is hereby authorized to accept such service for and on behalf of the Partnership, and to admit service with respect thereto. (b) Upon service of process being made on the Managing Partner, a copy of the summons and complaint or other legal process shall be sent by the Managing Partner to the other Partners. Service upon the Managing Partner shall be deemed to be personal service on the Partnership and shall be legal and binding upon the Partnership for all purposes, notwithstanding any failure of the Managing Partner to send copies of such legal process or any failure on the part of the other Partners to receive the same. (c) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) With respect to any claim of any Person arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and (a) each Member hereby consents Partner irrevocably submits to the exclusive jurisdiction of the Chancery Court federal courts located in the State of Delaware (and unless such federal courts lack subject matter jurisdiction, in which case each Partner irrevocably submits to the exclusive jurisdiction of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby ), and (b) each Partner irrevocably waives any objection which it may have at any time to the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out venue of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on arising out of or relating to this Agreement brought in any party anywhere such courts and irrevocably waives any claim that such suit, action or proceeding is brought in an inconvenient forum, and further irrevocably waives the worldright to object, whether within with respect to such claim, suit or without the proceeding brought in any such court, that such court does not have jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on over such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partyPartner. (cd) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSAll Partnership Interests shall be governed by and determined to be a security under Article 8 of the Uniform Commercial Code as adopted in the State of Delaware and in the State of New York.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareNew York, United States of America. (b) Without limitation to any other rights or remedies afforded to IFC under this Agreement, at IFC’s option, any dispute, controversy or claim arising out of or relating to this Agreement or its breach, termination or invalidity (each a “Dispute”) which cannot be settled amicably may be finally and conclusively settled by arbitration under the Rules of Conciliation and Arbitration (the “ICC Rules”) of the International Chamber of Commerce (“ICC”). NonThe arbitral award shall be final and binding. The parties expressly waive their right to any form of appeal or recourse from or against such arbitral proceedings or arbitral award to any judicial authority, except as provided by the Convention on the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958, and acknowledge that any arbitral award rendered as provided in this Section shall be subject to such Convention. The arbitral tribunal shall not be authorized to take or provide, and the Borrowers shall not be authorized to seek from any judicial authority, any interim or conservative measures or pre-contractual award relief against IFC. Each party shall bear its own expenses, including costs of experts that it retains, travel expenses and legal fees; provided that, in apportioning costs under Article 31 of the ICC Rules, if the arbitral tribunal finds that any party shall have acted in bad faith or caused unnecessary expenses to be incurred by the other party in the arbitration, it may, in its discretion, award all or a part of such expenses of another party against any party that has so acted, and shall, in addition, take such conduct into account in apportioning the other costs of the arbitration. (c) The arbitral tribunal shall consist of one (1) arbitrator appointed by the Court of International Arbitration of the ICC, in accordance with the ICC Rules. (d) If any Dispute raises issues which are substantially the same as or connected with issues raised in a Dispute which has already been referred to arbitration (an “Existing Dispute”), or arises out of substantially the same facts as are the subject of an Existing Dispute (a “Related Dispute”), the arbitrator appointed or to be appointed in respect of any such Existing Dispute shall, upon request of IFC, also be appointed as the arbitrator in respect of any Related Dispute. If requested by a party, the arbitral tribunal shall decide, finally, whether the issues meet the criteria set forth herein. (e) Upon the request of IFC, the arbitral tribunal shall join any party to this Agreement to any reference to arbitration proceedings in relation to a Dispute and may make a single, final award determining all Disputes between or among them. The Borrowers hereby consent to be joined in any reference to arbitration proceedings in relation to any Dispute at the request of IFC. (f) Unless otherwise agreed by the parties to the arbitration, the place of arbitration shall be in New York, New York. The language of the arbitration and all pleadings, written statements, documents and decisions shall be English. Any award shall be made and paid in Dollars. (g) Notwithstanding Section 8.05(b), for the exclusive benefit of IFC, the Borrowers irrevocably agree that any legal action, suit or proceeding arising out of or relating to this Agreement may be brought in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. By the execution of this Agreement, the Borrowers irrevocably submit to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Borrowers in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (h) Nothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise sxx the Borrowers (or any one of them) in the Country or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Borrowers (or any one of them) in any manner authorized by the laws of any such jurisdiction. (i) Each of the Borrowers hereby irrevocably designates, appoints and empowers Gxxx Xxxxx, Esq., with offices currently located at Hxxxxx Hxxxxxx & Rxxx, LLP, 1 Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, XX 0000-0000, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in the State of New York in respect of this Agreement. (j) As long as this Agreement remains in force, each of the Borrowers shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in New York, New York, United States of America, with respect to this Agreement. The Borrowers shall keep IFC advised of the identity and location of such agent. (k) Each of the Borrowers also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrowers, at their addresses specified pursuant to Section 8.02 (Notices). In such a case, IFC shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Borrowers. (l) Service in the manner provided in Sections 8.05(i), (j) and (k) in any action, suit or proceeding will be deemed personal service, will be accepted by the Borrowers as such and will be valid and binding upon the Borrowers for all purposes of any such action, suit or proceeding. (m) Each of the Borrowers irrevocably waives to the fullest extent permitted by applicable law: (i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section; (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (iii) its right of removal of any matter commenced by IFC in the courts of the State of New York to any court of the United States of America; and (iv) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by IFC. (n) To the extent that either of the Borrowers may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any Transaction Document from any suit, execution, attachment (if anywhether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, such Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (o) The Borrowers hereby acknowledge that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. The Borrowers hereby waive any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury. (p) To the extent that the Borrowers may, in any action, suit or proceeding brought in any of the courts referred to in Section 8.05 (g) or a court of the Country or elsewhere arising out of or in connection with this agreement (including its formation) shall also Agreement or any Transaction Document be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant entitled to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason benefit of any provision of this Agreement than they would otherwise be under the Delaware Act law requiring IFC in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofpost security for the costs of either of the Borrowers, or based on any matter arising out of to post a bond or to take similar action, the Borrowers hereby irrevocably waive such benefit, in each case to the fullest extent now or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside future permitted under the laws of the Chancery Court in Country or, as the State of Delaware. Process in any suitcase may be, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on in which such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourt is located. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by by, and construed in accordance with with, the laws of the State of DelawareNew York. NonThe Company hereby submits to the non-contractual obligations (if any) exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant relating to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, . The Company irrevocable and unconditionally waives any suit, action, objection to the laying of venue of any suit or proceeding brought under federal securities law, shall be arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in Chancery Court an inconvenient forum. The Company irrevocably appoint Law Debenture Corporate Services Inc., as its authorized agent in the State Borough of Delaware and each Member hereby consents to the exclusive jurisdiction Manhattan in The City of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) New York upon which process may be served in any suit, action such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 12, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have and all rights to the laying of the venue of any such suit, action or proceeding trial by jury in any such court or that any such suit, action or legal proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with relating to this Agreement, Agreement or the transactions contemplated hereby or thereby hereby. If the foregoing is in any court outside accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company one of the Chancery Court counterparts hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. By: Name: Title: Acting on behalf of themselves and as the Representative of the several Underwriters. Xxxxxxx Sachs (Asia) L.L.C. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Total 8,000,000 1,200,000 (1). General Use Free Writing Prospectuses (included in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party.General Disclosure Package) (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.2). Limited Use Issuer Free Writing Prospectus

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out New York, United States of America, without giving effect to principles or in connection with this agreement (including its formation) rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction; provided that the validity of the transfers of shares, collateral over the shares, and the exercise of voting and economic rights related to such shares shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except Chilean law to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Actso required. (b) Any suitEach of the Relevant Parties, action ALAC and CapFund irrevocably agrees that any legal action, suit or proceeding seeking arising out of or relating to enforce this Agreement shall be brought in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. By the execution of this Agreement, each of the Relevant Parties, ALAC and CapFund irrevocably submits to the jurisdiction of any provision ofsuch court in any such action, suit or proceeding. Final judgment against any of the Relevant Parties, ALAC or CapFund in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or based in any other manner provided by law. (c) Each of the Relevant Parties hereby irrevocably designates, appoints and empowers CorpBanca New York Branch with offices currently located at 800 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX, as its authorized agent solely to receive for and on its behalf service of any matter summons, complaint or other legal process in any action, suit or proceeding the IFC Parties may bring in the State of New York in respect of this Agreement. (d) As long as this Agreement remains in force, each of the Relevant Parties shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding the IFC Parties may bring in New York, New York, United States of America, with respect to this Agreement. Each of the Relevant Parties shall keep the IFC Parties advised of the identity and location of such agent. (e) Each of the Relevant Parties also irrevocably consents to the service of such papers being made by mailing copies of the papers by registered United States air mail, postage prepaid, to the Relevant Parties at their respective addresses specified pursuant to Section 7.01 (Notices). In such a case, the IFC Parties shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Relevant Parties. (f) Service in the manner provided in Sections 7.05(c), (d) and (e) in any action, suit or proceeding will be deemed personal service, will be accepted by the Relevant Parties as such and will be valid and binding upon the applicable Relevant Parties for all purposes of any such action, suit or proceeding. (g) Each of the Relevant Parties, ALAC and CapFund irrevocably waives to the fullest extent permitted by Applicable Law: (i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section; (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; and (iii) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by the Relevant Parties, ALAC or CapFund, as applicable. (h) Each of the Relevant Parties hereby acknowledges that IFC shall be entitled under Applicable Law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. Each of the Relevant Parties hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against any other party hereto in any forum in such party is not entitled to immunity from a trial by jury. For the avoidance of doubt, any Relevant Party may enforce its rights under, or seek remedies for breach by IFC, pursuant to this Agreement or any other Transaction Document in the United States in accordance with the International Finance Corporation Act, 22 U.S.C. § 282 et. seq. (i) To the extent that any of the Relevant Parties may, in any action, suit or proceeding brought in any of the courts referred to in Section 7.05(b) or a court of the Country or elsewhere arising out of or in connection with this Agreement, or the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents entitled to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue benefit of any provision of law requiring the IFC Parties in such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce post security for the costs of any provisions ofof the Relevant Parties, or based on any matter arising out to post a bond or to take similar action, each of the Relevant Parties hereby irrevocably waives such benefit, in each case to the fullest extent now or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside future permitted under the laws of the Chancery Court in Country or, as the State of Delaware. Process in any suitcase may be, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on in which such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourt is located. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. THIS AGREEMENT, EACH NOTE AND THE OTHER LOAN PAPERS (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF AND THEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, OTHER THAN CONFLICT OF LAWS RULES THEREOF, EXCEPT TO THE EXTENT THAT (a) This A LOAN PAPER EXPRESSLY ELECTS THE LAWS OF ANOTHER JURISDICTION OR (b) THE LAWS OF ANY STATE IN WHICH ANY PROPERTY INTENDED AS SECURITY FOR THE OBLIGATIONS IS LOCATED NECESSARILY GOVERN THE PERFECTION AND PRIORITY OF THE LIENS IN FAVOR OF ADMINISTRATIVE AGENT AND BANKS WITH RESPECT TO SUCH PROPERTY, AND THE EXERCISE OF ANY REMEDIES (INCLUDING FORECLOSURE) WITH RESPECT TO SUCH PROPERTY. Any legal action or proceeding against Borrower with respect to this Agreement and or any Loan Paper may be brought in the rights of the parties shall be governed by and construed in accordance with the laws courts of the State of Delaware. Non-contractual obligations (if any) arising out New York, the U.S. Federal Courts in such state, sitting in the County of New York, or in connection with this agreement the courts of any other jurisdiction where such action or proceeding may be properly brought, and Borrower hereby irrevocably accepts the jurisdiction of such New York courts for the purpose of any action or proceeding. Borrower hereby designates and irrevocably appoints and empowers CT Corporation System (including the “Process Agent”), currently located at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its formation) shall also authorized agent to accept, receive and acknowledge for and on behalf of Borrower and its property service of any and all process which may be governed by served but only in any action, suit or proceeding of the laws of nature referred to above in the State of DelawareNew York and further agree that failure of such firm to give Borrower any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action on proceeding based thereon. The Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Borrower further irrevocably consents to the service of process out of said courts by the mailing thereof by Administrative Agent by U.S. registered or certified mail postage prepaid to Borrower at its address designated on the signature pages hereto. Borrower agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by Law. Nothing in this Section 14.9 shall affect the rights and liabilities of any Bank or Administrative Agent to serve legal process in any other manner permitted by Law or affect the Members right of any Bank or Administrative Agent to bring any action or proceeding against Borrower or its properties in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreementcourts of any other jurisdiction. To the extent the rights that Borrower has or obligations hereafter may acquire any immunity from jurisdiction of any Member are different by reason court or from any legal process (whether through service of any provision notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to either itself or its property, Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement than they would otherwise be under and the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member other Loan Papers. Borrower hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement or any Loan Paper brought in the Supreme Court of the State of New York, County of New York or the U.S. Xxxxxxxx Xxxxx for the Southern District of New York, and hereby further irrevocably waives any such court or claims that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareTHIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member Each party hereby consents irrevocably submits to the exclusive jurisdiction of the Chancery Court U.S. federal and state courts in the State Borough of Delaware Manhattan in The City of New York (and except for proceedings instituted in regard to the enforcement of the appropriate appellate courts therefroma judgment of any such court, as to which such jurisdiction is non-exclusive) in any suitsuit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties irrevocably and unconditionally waive, action to the fullest extent permitted by law, any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any U.S. federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waive and agree, to the fullest extent permitted by law, not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appointed Law Debenture Corporate Services Inc., 800 0xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, as its authorized agent in the Borough of Manhattan in the City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 11, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. Each party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have and all rights to the laying of the venue of any such suit, action or proceeding trial by jury in any such court or that any such suit, action or legal proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with relating to this Agreement, Agreement or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partyhereby. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareNew York, United States of America. (b) For the exclusive benefit of the Lender, the Borrower and each Co-Borrower irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement may be brought in the courts of the United States located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. NonBy the execution of this Agreement, each party irrevocably submits to the jurisdiction of any such court and any appellate court from any thereof in any such action, suit or proceeding or appeal therefrom. A final non-contractual appealable judgment in any such action, suit or proceeding or appeal therefrom shall be conclusive and may be enforced in any other jurisdiction, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (c) Nothing in this Agreement shall affect the right of any Lender to commence legal proceedings or otherwise xxx the Borrower and each Co-Borrower in the United States or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Borrower and each Co-Borrower in any manner authorized by the laws of any such jurisdiction. (d) To the extent not irrevocably designated, appointed or empowered before the Effective Date, the Borrower and each Co-Borrower will, within 30 days of the Effective Date, irrevocably designate, appoint and empower a Person, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding any Lender may bring in the State of New York in respect of this Agreement. (e) As long as this Agreement remains in force, the Borrower and each Co-Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding any Lender may bring in New York, New York, with respect to this Agreement. The Borrower and each Co-Borrower shall keep the Lenders advised of the identity and location of such agent. (f) The Borrower and each Co-Borrower also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrower and each Co-Borrower, at its address specified pursuant to Section 8.02 (Notices). In such a case, each Lender shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Borrower and each Co-Borrower. (g) Service in the manner provided in Section 8.05 (Applicable Law and Jurisdiction) in any action, suit or proceeding will be deemed personal service, will be accepted by the Borrower and each Co-Borrower as such and will be valid and binding upon the Borrower and each Co-Borrower for all purposes of any such action, suit or proceeding. (h) The Borrower and each Co-Borrower irrevocably waives to the fullest extent permitted by applicable law: (i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section; (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (iii) its right of removal of any matter commenced by any Lender in the courts of the State of New York to any court of the United States; and (iv) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by any Lender. (i) To the extent that the Borrower and each Co-Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any other Transaction Document to which it is a party, from any suit, execution, attachment (if anywhether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Borrower and each Co-Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (j) The Borrower and each Co-Borrower hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against the Lender. (k) To the extent that the Borrower and each Co-Borrower may, in any action, suit or proceeding brought in any of the courts referred to in Section 8.05 (Applicable Law and Jurisdiction) or elsewhere arising out of or in connection with this agreement (including its formation) shall also be governed by Agreement or any other Transaction Document to which the laws of the State of Delaware. The rights and liabilities of the Members in the Company Borrower and each Series and as between them shall Co-Borrower is a party, be determined pursuant entitled to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason benefit of any provision of this Agreement than they would otherwise be under the Delaware Act law requiring any Lender in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofpost security for the costs of the Borrower and each Co-Borrower, or based on any matter arising out of to post a bond or to take similar action, the Borrower and each Co-Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside future permitted under the laws of the Chancery Court in United States or, as the State of Delaware. Process in any suitcase may be, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on in which such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourt is located. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. THIS AGREEMENT, EACH NOTE AND THE OTHER LOAN PAPERS (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF AND THEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT (a) This A LOAN PAPER EXPRESSLY ELECTS THE LAWS OF ANOTHER JURISDICTION OR (b) THE LAWS OF ANY STATE IN WHICH ANY PROPERTY INTENDED AS SECURITY FOR THE OBLIGATIONS IS LOCATED NECESSARILY GOVERN THE PERFECTION AND PRIORITY OF THE LIENS IN FAVOR OF ADMINISTRATIVE AGENT AND BANKS WITH RESPECT TO SUCH PROPERTY, AND THE EXERCISE OF ANY REMEDIES (INCLUDING FORECLOSURE) WITH RESPECT TO SUCH PROPERTY. Any legal action or proceeding against Borrower with respect to this Agreement and or any Loan Paper may be brought in the rights of the parties shall be governed by and construed in accordance with the laws courts of the State of Delaware. Non-contractual obligations (if any) arising out New York, the U.S. Federal Courts in such state, sitting in the County of New York, or in connection with this agreement the courts of any other jurisdiction where such action or proceeding may be properly brought, and Borrower hereby irrevocably accepts the jurisdiction of such New York courts for the purpose of any action or proceeding. Borrower hereby designates and irrevocably appoints and empowers CT Corporation System (including the “Process Agent”), currently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its formation) shall also authorized agent to accept, receive and acknowledge for and on behalf of Borrower and its property service of any and all process which may be governed by served but only in any action, suit or proceeding of the laws of nature referred to above in the State of DelawareNew York and further agree that failure of such firm to give Borrower any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action on proceeding based thereon. The Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Borrower further irrevocably consents to the service of process out of said courts by the mailing thereof by Administrative Agent by U.S. registered or certified mail postage prepaid to Borrower at its address designated on the signature pages hereto. Borrower agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by Law. Nothing in this Section 14.9 shall affect the rights and liabilities of any Bank or Administrative Agent to serve legal process in any other manner permitted by Law or affect the Members right of any Bank or Administrative Agent to bring any action or proceeding against Borrower or its properties in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreementcourts of any other jurisdiction. To the extent the rights that Borrower has or obligations hereafter may acquire any immunity from jurisdiction of any Member are different by reason court or from any legal process (whether through service of any provision notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to either itself or its property, Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement than they would otherwise be under and the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member other Loan Papers. Borrower hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement or any Loan Paper brought in the Supreme Court of the State of New York, County of New York or the U.S. District Court for the Southern District of New York, and hereby further irrevocably waives any such court or claims that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.” 2. All other terms and conditions of the Operating Agreement shall remain in full force and effect.

Applicable Law and Jurisdiction. (a) This The parties hereto expressly acknowledge and agree that this Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights Pledgor hereby expressly and liabilities of the Members in the Company irrevocably agrees and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of consents that any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement and the transactions contemplated herein may be instituted by Secured Party in connection with any State or Federal court sitting in Phoenix, Arizona and, by the execution and delivery of this Agreement, Pledgor expressly waives any objection which he may have now or the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents hereafter to the exclusive laying of the venue or to the jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding, and irrevocably waives, submits generally and unconditionally to the fullest jurisdiction of any such court in any such suit, action or proceeding. (b) Nothing contained in subsection (a) hereof shall preclude Secured Party from bringing any suit, action or proceeding arising out of or relating to this Agreement or the Note in the courts of any place where Pledgor or any of Pledgor's property or assets may be found or located. To the extent permitted by lawthe applicable laws of any such jurisdiction, any objection which it may now or hereafter have Pledgor hereby 8 9 irrevocably submits to the laying jurisdiction of the venue any such court and expressly waives, in respect of any such suit, action or proceeding in any such court or that any such suitproceeding, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any courtcourt or courts which now or hereafter, by reason of his present, or future domicile, or otherwise, may be available to him. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (c) EVERY PLEDGOR AND SECURED PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY WAIVE THE RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSBY JURY.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareTexas. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of DelawareTexas. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Texas Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Texas Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Texas Act, this Agreement shall control, except to the extent the Delaware Texas Act prohibits any particular provision of the Delaware Texas Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Texas Act. (b) Any To the fullest extent permitted by applicable law, 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court a court of competent jurisdiction in the State of Delaware Xxxxxx County Texas and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware thereof (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by applicable law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided. To the fullest extent permitted by applicable law, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside to the extent otherwise explicitly provided herein. The provisions of this Section 15.8(b) shall not be applicable to an action, suit or proceeding to the Chancery Court extent it pertains to a matter as to which the claims are exclusively vested in the State jurisdiction of Delaware. a court or forum other than a court of competent jurisdiction in Xxxxxx County Texas. (c) Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. (cd) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, AGREEMENT OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS. CLAIMS UNDER THE FEDERAL SECURITIES LAWS SHALL NOT BE SUBJECT TO THIS JURY TRIAL WAIVER PROVISION. (e) Notwithstanding anything contrary in this Section 15.8, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Additionally, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provisions in this Agreement will not apply to suits brought to enforce any duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal and state courts have concurrent or exclusive jurisdiction, as the case may be, and Interest Holders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

Applicable Law and Jurisdiction. (a) This Agreement is governed by, and the rights of the parties shall be governed by and construed in accordance with with, the laws of the State of DelawareNew York, United States of America. (b) Each Co-Borrower irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement or any other Transaction Document to which it is a party may be brought by IFC in the courts of the United States of America located in the Southern District of New York. NonBy the execution of this Agreement, each Co-contractual Borrower irrevocably submits to the non-exclusive jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Co-Borrowers in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the -52- judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (c) Nothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise xxx the Co-Borrowers in the Country or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Co-Borrowers in any manner authorized by the laws of any such jurisdiction. (d) Each Co-Borrower hereby irrevocably designates, appoints and empowers CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as its authorized agent solely to receive for and on its behalf service of summons or other legal process in any action, suit or proceeding IFC may bring in the State of New York. (e) As long as this Agreement or any other Transaction Document to which the Co-Borrowers are a party remains in force, each Co-Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in New York, New York, United States of America, with respect to this Agreement or that other Transaction Document. Each Co-Borrower shall keep IFC advised of the identity and location of such agent. (f) Each Co-Borrower also irrevocably consents, if for any reason the Co-Borrower's authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of those courts by mailing copies of the papers by registered United States air mail, postage prepaid, to the Co-Borrowers at their addresses specified pursuant to Section 8.02 (NOTICES). In such a case, IFC shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Co-Borrowers. (g) Service in the manner provided in this Section 8.05 in any action, suit or proceeding will be deemed personal service, will be accepted by the Co-Borrowers as such and will be valid and binding upon the Co-Borrowers for all purposes of any such action, suit or proceeding. (h) Each Co-Borrower irrevocably waives to the fullest extent permitted by applicable law: (i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section; and (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum. (i) To the extent that any Co-Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any other Transaction Document to which each such Co-Borrower is a party from any suit, execution, attachment (if anywhether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, each Co-Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (j) Each Co-Borrower hereby acknowledges that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or any other Transaction Document to which each such Co-Borrower is a party, brought against IFC in any court of the United States of America. Each Co-Borrower hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or any other Transaction Document to which each such Co-Borrower is a party or the transactions contemplated by this Agreement or those Transaction Documents, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury. (k) To the extent that any Co-Borrower may, in any suit, action or proceeding brought in any of the courts referred to in Section 8.05(b) or a court of the Country or elsewhere arising out of or in connection with this agreement (including its formation) shall also Agreement or any other Transaction Document to which each such Co-Borrower is a party, be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant entitled to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason benefit of any provision of this Agreement than they would otherwise be under the Delaware Act law requiring IFC in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding to post security for the costs of such Co-Borrower, or to post a bond or to take similar action, each Co-Borrower hereby irrevocably waives such benefit, in any each case to the fullest extent now or in the future permitted under the laws of the Country or, as the case may be, the jurisdiction in which such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partylocated. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareTHIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member Each party hereby consents irrevocably submits to the exclusive jurisdiction of the Chancery Court U.S. federal and state courts in the State Borough of Delaware Manhattan in The City of New York (and except for proceedings instituted in regard to the enforcement of the appropriate appellate courts therefroma judgment of any such court, as to which such jurisdiction is non-exclusive) in any suitsuit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties irrevocably and unconditionally waive, action to the fullest extent permitted by law, any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any U.S. federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waive and agree, to the fullest extent permitted by law, not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appointed Law Debenture Corporate Services Inc. 000 0xx Xxxxxx, Xxxxx 000 Xxx Xxxx, XX 00000, as its authorized agent in the Borough of Manhattan in the City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 11, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. Each party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have and all rights to the laying of the venue of any such suit, action or proceeding trial by jury in any such court or that any such suit, action or legal proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with relating to this Agreement, Agreement or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partyhereby. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by by, and construed in accordance with with, the laws law of the State of Delaware. NonNew York, including, without limitation, Section 5-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws 1401 of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware ActNew York General Obligations Law. (b) Any legal suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with based upon this Agreement, Agreement or the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby (“Related Proceedings”) shall be brought in Chancery Court instituted in the State of Delaware New York Courts, and each Member hereby consents party irrevocably submits to the exclusive jurisdiction of the Chancery Court (except for proceedings instituted in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, regard to the fullest extent permitted by lawenforcement of a judgment of any such court (a “Related Judgment”), any objection as to which it may now or hereafter have to the laying such jurisdiction is non-exclusive) of the venue of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the New York Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court or that any such suit, action or other proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State . The Company irrevocably appoints Xxxxxxx & Associates as its agent to receive service of Delaware shall not have jurisdiction over such matter, then process or other legal summons for purposes of any such suit, action or proceeding that may be brought instituted in other any state or federal or state courts located court in the State City and County of DelawareNew York. Each Member hereby waives the right With respect to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoingRelated Proceeding, each party agrees that irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process on process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the New York Courts, and with respect to any Related Judgment, each party waives any such party by written notice immunity in the New York Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to Section 15.01 will be deemed effective service the United States Foreign Sovereign Immunities Act of process on such party1976, as amended. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENTThe Underwriters, INCLUDINGon the one hand, WITHOUT LIMITATIONand the Company (on its own behalf and, MATTERS ARISING UNDER FEDERAL SECURITIES LAWto the extent permitted by law, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSon behalf of its stockholders), on the other hand, waive any right to trial by jury in any action, claim, suit or proceeding with respect to your engagement as underwriter or your role in connection herewith.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) Any To the fullest extent permitted by applicable law, 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by applicable law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided. To the fullest extent permitted by applicable law, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware except to the extent otherwise explicitly provided herein. The provisions of this Section 15.8(b) shall not be applicable to an action, suit or proceeding to the extent it pertains to a matter as to which the claims are exclusively vested in the jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware, or if the Chancery Court in the State of Delaware does not have jurisdiction over such matter. The Company acknowledges for the avoidance of doubt that this Section 15.8(b) shall not apply to claims arising under the Securities Act and the Exchange Act, and by agreeing to the provisions of this Section 15.8(b), each Member will not be deemed - 43 - to have waived compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. (c) Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by by, and construed in accordance with with, the laws of the State of DelawareNew York. NonThe Company and the Selling Shareholders (other than International Finance Corporation) hereby submit to the non-contractual obligations (if any) exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant relating to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in . The Company and the State of Delaware Selling Shareholders (other than International Finance Corporation) irrevocably and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, unconditionally waive any objection which it may now or hereafter have to the laying of the venue of any such suit, action suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waive and agree not to plead or claim in any such court or that any such suit, action suit or proceeding which is brought in any such court has been brought in an inconvenient forum; provided. In connection with this Agreement, each of the Company and the Selling Shareholders (other than International Finance Corporation and the GS Entities) has irrevocably appointed , and the GS Entities have irrevocably appointed Xxxxxxx, Xxxxx & Co. LLC, in each case as its authorized agent in the United States upon which process may be served in any such suit or proceeding, and the Company and each such Selling Shareholder (other than International Finance Corporation) agree that if service of process upon such agent, and written notice of said service to the Chancery Court Company or such Selling Shareholder by the person serving the same to the address provided in Section 12, shall be deemed in every respect effective service of process upon the Company or such Selling Shareholder in any such suit or proceeding. The Company and the Selling Shareholders (other than International Finance Corporation) further agree to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. The Company and the Selling Shareholders (other than International Finance Corporation) irrevocably waive, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. International Finance Corporation irrevocably agrees to venue being laid in the courts of the United States of America located in the Southern District of New York or in the courts of the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts New York located in the State Borough of Delaware. Each Member hereby waives the right to commence an Manhattan, in any legal action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with relating to this Agreement, and waives any objections to venue based on grounds of forum non conveniens or inconvenient forum. If the transactions contemplated hereby or thereby foregoing is in any court outside accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company and the Attorney-in-Fact for the Selling Shareholders, one of the Chancery Court counterparts hereof, whereupon it will become a binding agreement among the Company, the Selling Shareholders and the several Underwriters in accordance with its terms. Very truly yours, BEST INC. By: Name: Title: THE SELLING SHAREHOLDERS NAMED IN Schedule B ATTACHED HERETO By: Name: By: Name: For themselves and as Attorneys-in-Fact acting on behalf of each of the State Selling Shareholders named in Schedule B attached hereto The foregoing Underwriting Agreement is hereby confirmed and accepted as of Delawarethe date first above written. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. By: Name: Title: CREDIT SUISSE SECURITIES (cUSA) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.LLC By: Name: Title: XXXXXXX SACHS (ASIA) L.L.C. By: Name: Title:

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareNew York, United States of America. (b) For the exclusive benefit of IFC, each of the Borrowers irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement or any other Transaction Document to which a Borrower is a party may be brought in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. Non-contractual By the execution of this Agreement, each Borrower irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment against a Borrower in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Republic of Panama and the Republic of Liberia, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (c) Nothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise xxx a Borrower in the Republic of Panama or the Republic of Liberia or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon a Borrower in any manner authorized by the laws of any such jurisdiction. (d) Each Borrower hereby irrevocably designates, appoints and empowers CT Corporation System, with offices currently located at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in the State of New York in respect of this Agreement. (e) As long as this Agreement remains in force, each Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in New York, New York, United States of America, with respect to this Agreement. Each Borrower shall keep IFC advised of the identity and location of such agent. (f) Each Borrower also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrower, at its address specified pursuant to Section 7.02 (Notices). In such a case, IFC shall also send by facsimile, or have sent by facsimile, a copy of the papers to such Borrower. (g) Service in the manner provided in Sections 7.05 (d), (e) and (f) (Applicable Law and Jurisdiction) in any action, suit or proceeding will be deemed personal service, will be accepted by a Borrower as such and will be valid and binding upon such Borrower for all purposes of any such action, suit or proceeding. (h) Each Borrower irrevocably waives to the fullest extent permitted by applicable law: (i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section; (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (iii) its right of removal of any matter commenced by IFC in the courts of the State of New York to any court of the United States of America; and (iv) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by IFC. (i) To the extent that a Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any other Transaction Document to which it is a party, from any suit, execution, attachment (if anywhether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, such Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (j) Each Borrower hereby acknowledges that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. Each Borrower hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury. (k) To the extent that a Borrower may, in any action, suit or proceeding brought in any of the courts referred to in Section 7.05 (b) (Applicable Law and Jurisdiction) or a court of the Country or elsewhere arising out of or in connection with this agreement (including its formation) shall also Agreement or any other Transaction Document to which such Borrower is a party, be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant entitled to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason benefit of any provision of this Agreement than they would otherwise be under the Delaware Act law requiring IFC in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofpost security for the costs of such Borrower, or based on any matter arising out of to post a bond or to take similar action, such Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside future permitted under the laws of the Chancery Court in Country or, as the State of Delaware. Process in any suitcase may be, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on in which such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourt is located. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This 14.01 All matters affecting the interpretation validity, and performance of this Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware without regard to its conflict of law principles. 14.02 The United States District Court for the District of Delaware. The rights , if a basis for Federal court jurisdiction is present, and liabilities otherwise a state court of the Members in the Company State of Delaware, shall have exclusive jurisdiction and each Series and as between them shall be determined pursuant venue over any dispute arising under or relating to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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 and LICENSEE and the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court Affiliates of LICENSEE consent to the jurisdiction and venue of such courts. Each of LICENSOR and LICENSEE and Affiliates of LICENSEE submits to the personal jurisdiction in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any action or proceeding arising under or relating to this Agreement and hereby agrees not to assert by way of pleading, motion or otherwise in any such suit, action or proceeding, and irrevocably waives, that such party is not personally subject to the fullest extent permitted by lawjurisdiction of any such court and such action or proceeding is brought in an inconvenient forum, any objection which it may now or hereafter have to the laying of that the venue of any such the suit, action or proceeding is improper or that this Agreement may not be enforced in or by such court. In furtherance of such submission to jurisdiction, each of LICENSOR and LICENSEE and Affiliates of LICENSEE hereby agrees that, without in any manner limiting or restricting other methods of obtaining personal jurisdiction over such court party, personal jurisdiction over LICENSOR or that LICENSEE in any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with relating to this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding Agreement may be served on any obtained over such party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting court located in the foregoingState of Delaware (including a United States Federal District Court in such state) and that any process, each party agrees that service notice of process on motion, or other application to any court in connection with any such action or proceeding may be served upon such party by written notice pursuant to registered or certified mail to, or by personal service upon such party at the last address of such party as specified in, or in accordance with the provisions of, Article XIII of this Agreement. Each of the Affiliates of LICENSEE and LICENSOR shall be bound by the provisions of this Section 15.01 will be deemed effective service of process on such party14.02. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT14.03 In any action commenced to enforce this Agreement or as a result of a breach of this Agreement, INCLUDINGthe prevailing party in such action shall be entitled to recover the costs of such action, WITHOUT LIMITATIONincluding attorneys’ fees, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSincurred as a result of the action to enforce and/or remedy the breach of this Agreement.

Applicable Law and Jurisdiction. (a) This Agreement THIS AGREEMENT AND THE LOAN DOCUMENTS PROVIDED FOR HEREIN (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF AND THEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, OTHER THAN CONFLICT OF LAWS RULES THEREOF. ANY LEGAL ACTION OR PROCEEDING AGAINST THE BORROWER WITH RESPECT TO THIS AGREEMENT OR ANY LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK, THE U.S. FEDERAL COURTS IN SUCH STATE, SITTING IN THE COUNTY OF NEW YORK, OR IN THE COURTS OF ANY OTHER JURISDICTION WHERE SUCH ACTION OR PROCEEDING MAY BE PROPERLY BROUGHT, AND THE BORROWER HEREBY IRREVOCABLY ACCEPTS THE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF ANY ACTION OR PROCEEDING. The Borrower further irrevocably consents to the service of process out of said courts by the mailing thereof by the Lender by U.S. registered or certified mail postage prepaid to the party to be served at its address designated in Section 5. 1. The Borrower agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the rights judgment or in any other manner provided by law. Nothing in this Section 5.3 shall affect the right of the parties shall be governed Lender to serve legal process in any other manner permitted by and construed in accordance with law or affect the laws right of the State of Delaware. Non-contractual obligations (if any) arising out of Lender to bring any action or in connection with this agreement (including its formation) shall also be governed by proceeding against the laws of the State of Delaware. The rights and liabilities of the Members Borrower or Borrower’s properties in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreementcourts of any other jurisdiction. To the extent that the rights Borrower have or obligations hereafter may acquire any immunity from jurisdiction of any Member are different by reason court or from any legal process (whether through service of any provision notice, attachment prior to judgment, attachment in aid of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provisionexecution, execution or even if this Agreement is inconsistent otherwise) with the Delaware Act, this Agreement shall control, except respect to the extent Borrower’s property, the Delaware Act prohibits any particular provision Borrower hereby irrevocably waives such immunity in respect of their obligations under this agreement and the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member other Loan Documents. The Borrower hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this agreement or any loan document brought in the Supreme Court of the State of New York, County of New York or the U.S. District Court for the Southern District of New York, and hereby further irrevocably waives any such court or claim that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (cb) EVERY PARTY TO THIS AGREEMENT THE LENDER AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY THE BORROWER IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, THE NOTE OR OTHERWISE AS TO ANY OTHER LOAN DOCUMENT OR THE COMPANY AS BETWEEN TRANSACTIONS CONTEMPLATED HEREBY OR AMONG ANY SAID PERSONSTHEREBY.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in any state or federal court of competent jurisdiction located within the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware such courts (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. (c) EVERY PARTY EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE THE ACTIONS OF ANY PORTION PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY THE PARTIES HERETO ALSO WAIVES ANY RIGHT BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A JURY TRIAL AS BY THE COURT. BY AGREEING TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING PROVISION, EACH PARTY WILL NOT BE DEEMED TO HAVE WAIVED THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER COMPANY’S COMPLIANCE WITH U.S. FEDERAL SECURITIES LAW, OR OTHERWISE AS TO LAWS AND THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSRULES AND REGULATIONS PROMULGATED THEREUNDER.

Applicable Law and Jurisdiction. (a) This THIS AGREEMENT AND THE LOAN DOCUMENTS PROVIDED FOR HEREIN (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF AND THEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, OTHER THAN CONFLICT OF LAWS RULES THEREOF. Any legal action or proceeding against the Borrower or the Guarantors with respect to this Agreement and or any Loan Document may be brought in the rights of the parties shall be governed by and construed in accordance with the laws courts of the State of Delaware. Non-contractual obligations (if any) arising out New York, the U.S. Federal Courts in such state, sitting in the County of New York, or in connection with this agreement the courts of any other jurisdiction where such action or proceeding may be properly brought, and the Borrower and the Guarantors hereby irrevocably accept the jurisdiction of such courts for the purpose of any action or proceeding. The Borrower and the Guarantors hereby designate and irrevocably appoint and empower CT Corporation System (including the “Process Agent”), currently located at 1000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 in each case as its formation) shall also authorized agent to accept, receive and acknowledge for and on behalf of each and its property service of any and all process which may be governed by served but only in any action, suit or proceeding of the laws of nature referred to above in the State of DelawareNew York and further agree that failure of such firm to give the Borrower or the Guarantors any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The rights Borrower and liabilities the Guarantors hereby irrevocably authorize and direct the Process Agent to accept such service on their behalf. The Borrower and the Guarantors further irrevocably consent to the service of process out of said courts by the mailing thereof by the Agent by U.S. registered or certified mail postage prepaid to the party to be served at its address designated in Section 6.1. The Borrower and the Guarantors agree that a final judgment in any action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this Section 6.3 shall affect the right of the Members Lenders or the Agent to serve legal process in any other manner permitted by law or affect the right of the Lenders or the Agent to bring any action or proceeding against the Borrower or the Guarantors or their properties in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreementcourts of any other jurisdiction. To the extent that the rights Borrower or obligations the Guarantors has or hereafter may acquire any immunity from jurisdiction of any Member are different by reason court or from any legal process (whether through service of any provision notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to either itself or its property, the Borrower and the Guarantors hereby irrevocably waive such immunity in respect of their obligations under this Agreement than they would otherwise be under and the Delaware Act in other Loan Documents. The Borrower and the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member Guarantors hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, waive any objection which it they may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement or any Loan Document brought in the Supreme Court of the State of New York, County of New York or the U.S. District Court for the Southern District of New York, and hereby further irrevocably waive any such court or claim that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (cb) EVERY PARTY TO THIS AGREEMENT THE LENDERS, THE AGENT, THE BORROWER AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY THE GUARANTORS IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, THE NOTE OR OTHERWISE AS TO THE COMPANY AS BETWEEN OTHER LOAN DOCUMENTS OR AMONG ANY SAID PERSONSTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Applicable Law and Jurisdiction. (a) This Agreement The UNDERSIGNED hereby agrees that this AGREEMENT shall be deemed to have been executed in the State of New York and the rights and liabilities of the parties UNDERSIGNED shall be determined in accordance with and shall be governed by and construed in accordance with interpreted under the laws of the State of DelawareNew York without regard to principles of conflicts of laws, and shall further be liberally construed for SURETY’S benefit and to fully protect SURETY. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by For the laws benefit of the State SURETY, and for the purposes of Delaware. The rights and liabilities enforcing this AGREEMENT: (A) Each of the Members in UNDERSIGNED hereby agrees to submit, at the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents SURETY’S sole option to the exclusive jurisdiction of the Chancery Court in courts of the State of Delaware New York, including the United States District Court for the Southern District of New York, and shall take all appropriate actions in order that it shall be subject to such court’s jurisdiction, and that any judgment or order of a New York court made in this respect is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction; and (B) Without prejudice to and without limiting the effect of Clause 14(A) hereof, each of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, UNDERSIGNED hereby further agrees to submit to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying non-exclusive jurisdiction of the venue courts of any other jurisdiction in which: 1. The SURETY may sustain or pay any loss for which any of the UNDERSIGNED may be liable hereunder; and/or 2. SURETY may be sued or be subject to suit or arbitration as a consequence of having issued any Bond; and/or any assets of any UNDERSIGNED may be located, And that any judgment or order of any such suit, action or proceeding court made in any such court or that any such suit, action or proceeding which this respect is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court conclusive and binding and may be enforced against it in the State courts of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in any other federal or state courts located in jurisdiction; and (C) Each of the State of Delaware. Each Member UNDERSIGNED hereby waives the right and agrees not to commence an action, suit or proceeding seeking assert that it is not subject to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court, that the jurisdiction or venue is an inconvenient forum or otherwise improper. Without limiting the foregoingUNDERSIGNED WARRANT AND REPRESENT THAT THEY HAVE CAREFULLY READ THE ENTIRE AGREEMENT AND THAT THEY HAVE CONSULTED OR HAVE HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND SUCH OTHER EXPERTS AND ADVISORS AS THEY HAVE DEEMED NECESSARY AND THAT THEY ARE NOT RELYING ON ANY STATEMENT, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (c) EVERY PARTY TO REPRESENTATION, WARRANTY, COVENANT, OR INTERPRETATION OF ANY KIND MADE BY SURETY OR BY SURETY’S AGENTS OTHER THAN THOSE SET FORTH IN THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER IN CONNECTION WITH THE EXECUTION, DELIVERY OR HAS RIGHTS AS AN ASSIGNEE ENFORCEMENT OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT. Paragraph titles or captions contained in this AGREEMENT are descriptive only and shall not restrict or modify the terms of the AGREEMENT. In the event of any inconsistency between the paragraph titles or captions and terms of this AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSthe terms of this AGREEMENT shall control.

Applicable Law and Jurisdiction. THIS AGREEMENT (aINCLUDING THE VALIDITY AND ENFORCEABILITY HEREOF) This SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, OTHER THAN CONFLICT OF LAWS RULES THEREOF. Any legal action or proceeding against Borrower with respect to this Agreement and or any Loan Paper may be brought in the rights of the parties shall be governed by and construed in accordance with the laws courts of the State of DelawareNew York, the U.S. Federal Courts in such state, sitting in the County of New York, or in the courts of any other jurisdiction where such action or proceeding may be properly brought, and Borrower hereby irrevocably accepts the jurisdiction of such courts for the purpose of any action or proceeding. Non-contractual obligations (if any) arising Borrower irrevocably consents to the service of process out of said courts by the mailing thereof by Administrative Agent by U.S. registered or certified mail postage prepaid to Borrower at its address designated on the signature pages hereto. Borrower agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in connection with any other manner provided by Law. Nothing in this agreement (including Section 14.9 shall affect the rights of any Bank or Administrative Agent to serve legal process in any other manner permitted by Law or affect the right of any Bank or Administrative Agent to bring any action or proceeding against Borrower or its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members properties in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreementcourts of any other jurisdiction. To the extent the rights that Borrower has or obligations hereafter may acquire any immunity from jurisdiction of any Member are different by reason court or from any legal process (whether through service of any provision notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to either itself or its property, Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement than they would otherwise be under and the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member other Loan Papers. Borrower hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement or any Loan Paper brought in the Supreme Court of the State of New York, County of New York or the U.S. District Court for the Southern District of New York, and hereby further irrevocably waives any such court or claims that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareTexas. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of DelawareTexas. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act TBOC and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act TBOC in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware ActTBOC, this Agreement shall control, except to the extent the Delaware Act TBOC prohibits any particular provision of the Delaware Act TBOC to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware ActTBOC. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in any state or federal court of competent jurisdiction located within the State of Delaware Texas and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware such courts (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of DelawareTexas. This Section 15.8(b) shall not apply to matters arising under the federal securities laws. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, AGREEMENT OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS, EXCLUDING HOWEVER MATTERS ARISING UNDER FEDERAL SECURITIES LAW.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out New York, United States of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware ActAmerica. (b) Any suitFor the exclusive benefit of the Lender, 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware Borrower and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and Co-Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or agrees that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an legal action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or relating to this Agreement may be brought in connection with the courts of the United States located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. By the execution of this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any each party anywhere in the world, whether within or without irrevocably submits to the jurisdiction of any courtsuch court and any appellate court from any thereof in any such action, suit or proceeding or appeal therefrom. Without limiting A final non-appealable judgment in any such action, suit or proceeding or appeal therefrom shall be conclusive and may be enforced in any other jurisdiction, by suit on the foregoingjudgment, each party agrees that service a certified or exemplified copy of process on such party which shall be conclusive evidence of the judgment, or in any other manner provided by written notice pursuant to Section 15.01 will be deemed effective service of process on such partylaw. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENTNothing in this Agreement shall affect the right of any Lender to commence legal proceedings or otherwise xxx the Borrower and each Co-Borrower in the United States or any other appropriate jurisdiction, INCLUDINGor concurrently in more than one jurisdiction, WITHOUT LIMITATIONor to serve process, MATTERS ARISING UNDER FEDERAL SECURITIES LAWpleadings and other legal papers upon the Borrower and each Co-Borrower in any manner authorized by the laws of any such jurisdiction. (d) To the extent not irrevocably designated, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSappointed or empowered before the Effective Date, the Borrower and each Co-Borrower will, within 30 days of the Effective Date, irrevocably designate, appoint and empower a Person, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding any Lender may bring in the State of New York in respect of this Agreement. (e) As long as this Agreement remains in force, the Borrower and each Co-Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding any Lender may bring in New York, New York, with respect to this Agreement. The Borrower and each Co-Borrower shall keep the Lenders advised of the identity and location of such agent. (f) The Borrower and each Co-Borrower also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrower and each Co-Borrower, at its address specified pursuant to Section 8.02 (Notices). In such a case, each Lender shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Borrower and each Co-Borrower. (g) Service in the manner provided in Section 8.05 (

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by by, and construed in accordance with with, the laws of the State of DelawareNew York. NonThe Company and the Selling Shareholders hereby submit to the non-contractual obligations (if any) exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant relating to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in . The Company and the State of Delaware Selling Shareholders irrevocable and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, unconditionally waive any objection which it may now or hereafter have to the laying of the venue of any such suit, action suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waive and agree not to plead or claim in any such court or that any such suit, action suit or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in In connection with this Agreement, (i) each of the Company and the Selling Shareholders (other than Yahoo! Inc., Yahoo! Hong Kong Holdings Limited and Fengmao Investment Corporation) has irrevocably appointed Corporation Service Company, (ii) Yahoo! Hong Kong Holdings Limited has irrevocably appointed Yahoo! Inc., and (iii) Fengmao Investment Corporation has irrevocably appointed Corporation Service Company, in each case as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and the Company and each such Selling Shareholder agree that service of process upon such agent, and written notice of said service to the Company or such Selling Shareholder by the person serving the same to the address provided in Section 12, shall be deemed in every respect effective service of process upon the Company or such Selling Shareholder in any such suit or proceeding. The Company and the Selling Shareholders further agree to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. The Company and the Selling Shareholders irrevocably waive, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or thereby hereby. If the foregoing is in any court outside accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company and the Attorney-in-Fact for the Selling Shareholders, one of the Chancery Court counterparts hereof, whereupon it will become a binding agreement among the Company, the Selling Shareholders and the several Underwriters in accordance with its terms. Very truly yours, ALIBABA GROUP HOLDING LIMITED By: Name: Title: THE SELLING SHAREHOLDERS NAMED IN SCHEDULE B ATTACHED HERETO (OTHER THAN YAHOO! INC. AND YAHOO! HONG KONG HOLDINGS LIMITED) By: Name: Title: As Attorney-in-Fact acting on behalf of each of the State Selling Shareholders named in Schedule B attached hereto (Other than Yahoo! Inc. and Yahoo! Hong Kong Holdings Limited) YAHOO! INC. By: Name: Title: YAHOO! HONG KONG HOLDINGS LIMITED By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted as of Delawarethe date first above written. Process in any suitCREDIT SUISSE SECURITIES (USA) LLC By: Name: Title: DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: XXXXXXX SACHS (ASIA) L.L.C. By: Name: Title: X.X. XXXXXX SECURITIES LLC By: Name: Title: XXXXXX XXXXXXX & CO. INTERNATIONAL PLC By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Acting on behalf of themselves and as the Representatives of the several Underwriters. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Xxxxxxx Sachs (Asia) L.L.C. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. International plc Citigroup Global Markets Inc. Total 320,106,100 48,015,900 Yahoo! Inc. and Yahoo! Hong Kong Holdings Limited 121,739,130 18,260,870 Xxxx Xxx MA 12,750,000 2,708,345 Xxxxxx X. Xxxx 4,250,000 902,782 Other directors and executive officers as a group 1,700,000 Fengmao Investment Corporation 14,285,700 — Silver Lake affiliated entities 4,100,000 — Yunfeng affiliated entities 6,527,778 — CITIC Capital Excel Wisdom Fund, action or proceeding may be served on any party anywhere in the worldL.P. 4,910,296 — Broad Sino Developments Limited 5,483,871 — Prosperous Wintersweet (BVI) Limited 1,051,612 — Ever Green Growth Limited 225,806 — Entities affiliated with Asia Alternatives Management LLC 290,321 — Pavilion Capital Fund Holdings Pte. Ltd. 645,000 — Xx Xx Xxxxx (Canada) Foundation 322,580 — Crescent Holding GmbH 500,000 — Siguler Guff BRIC Opportunities Fund III, whether within or without the jurisdiction L.P. 322,581 — Siguler Guff HP China Opportunities Fund, LP 161,291 — Arctic Capital Holdings Limited 64,516 — Certain current employees as a group 12,459,282 — Certain former employees as a group 3,113,393 — Certain consultants and employees of any courtaffiliates as a group 2,126,012 — Total 197,029,169 21,871,997 1. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party[ ]. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.1. Pricing Information: US$[ ] per ADS

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by by, and construed in accordance with with, the laws of the State of DelawareNew York. NonThe Company and the Selling Shareholders hereby submit to the non-contractual obligations (if any) exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant relating to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in . The Company and the State of Delaware Selling Shareholders irrevocable and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, unconditionally waive any objection which it may now or hereafter have to the laying of the venue of any such suit, action suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waive and agree not to plead or claim in any such court or that any such suit, action suit or proceeding which is brought in any such court has been brought in an inconvenient forum; provided. The Company and the Selling Shareholders irrevocably appointed Law Debenture Corporate Services Inc., that if the Chancery Court as its authorized agent in the State Borough of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought Manhattan in other federal or state courts located in the State The City of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding New York upon which process may be served on in any party anywhere in the worldsuch suit or proceeding, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party and agrees that service of process on upon such party by agent, and written notice pursuant of said service to the Company and the Selling Shareholders by the person serving the same to the address provided in Section 15.01 will 12, shall be deemed in every respect effective service of process upon the Company and the Selling Shareholders in any such suit or proceeding. The Company and the Selling Shareholders further agree to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. The Company and the Selling Shareholders irrevocably waive, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company and the Attorney-in-Fact for the Selling Shareholders, one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Selling Shareholders and the several Underwriters in accordance with its terms. Very truly yours, By: Name: Title: THE SELLING SHAREHOLDERS NAMED IN SCHEDULE B ATTACHED HERETO By: Name: Title: As Attorney-in-Fact acting on such partybehalf of each of the Selling Shareholders named in Schedule B attached hereto XXXXXXX SACHS (ASIA) L.L.C. By: Name: Title: DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: Acting on behalf of themselves and as the Representatives of the several Underwriters. Xxxxxxx Xxxxx (Asia) L.L.C. Deutsche Bank Securities Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated China Renaissance Securities (Hong Kong) Limited Total 1,140,000 171,000 Elegant Motion Holdings Limited 483,477 72,523 High Vivacity Holdings Limited 130,435 19,565 Rapid Prince Development Limited 43,478 6,522 Golden Rich Enterprise Company Limited 130,435 19,565 Modern Choice Trading Limited 86,957 13,043 Crown Harvest Enterprise Limited 26,957 13,043 Xxxx Enterprises Limited 43,478 6,522 Xxxxx Xxxx 86,957 13,043 Xiaohui Ma 34,783 5,217 Xxxxxx Xxx 13,043 1,957 Xxxxxxx Xxxx 60,000 — Total 1,140,000 171,000 1. None. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS1. Pricing Information: US$[ ] per ADS None.

Applicable Law and Jurisdiction. (a) This Agreement is governed by, and the rights of the parties shall be governed by and construed in accordance with with, the laws of the State of Delaware. Non-contractual obligations (if any) arising out New York, United States of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware ActAmerica. (b) Any suit, Each of the parties hereby irrevocably submits to the jurisdiction of any court of the United States of America located in the Southern District of New York in any action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with relating to this Agreement. By the execution and delivery of this Agreement each of the parties hereby irrevocably submits to the jurisdiction of any such court and, except as otherwise provided in Section 8.06 (e), hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in any such action or proceeding; provided, that IFC's submission to jurisdiction as set forth above does not constitute any waiver of its immunities under its Articles of Agreement. (c) Each of the Borrower, the Project Company and the Sponsor hereby irrevocably designates, appoints and empowers CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx of America, as its authorized agent to receive for and on its behalf service of summons or other legal process in any such action or proceeding in New York, New York, United States of America. Each of the Borrower, the Project Company and the Sponsor agrees that the failure of such agent to give notice to the Borrower, the Company or the transactions contemplated herebySponsor, includingas the case may be, without limitation, of any suit, action, such Amended and Restated Financial Support Agreement service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding brought under federal securities lawbased thereon. Each of the Borrower, shall be brought in Chancery Court in the State of Delaware Project Company and each Member hereby the Sponsor further irrevocably consents to the exclusive jurisdiction service of process out of any such court by mailing copies thereof by registered United States air mail postage prepaid to the Borrower, the Project Company or the Sponsor at its address specified herein. Final judgment against the Borrower, the Project Company or the Sponsor in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including Mexico, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the Chancery Court in fact. Nothing herein shall affect the State of Delaware (and right of the appropriate appellate courts therefrom) Senior Lenders to serve process upon the Borrower, the Project Company or the Sponsor in any suit, action or proceeding, and manner authorized by the laws of any such other jurisdiction. (d) Each of the parties hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement brought in the courts of the United States of America located in the Southern District of New York and hereby further irrevocably waives, to the fullest extent permitted by law, any such court or claim that any such suit, action or proceeding which is brought in any such court has been brought in an any inconvenient forum; provided. Each of the Borrower, the Project Company and the Sponsor further covenants and agrees that, as long as this Agreement is in force, it shall maintain a duly appointed agent for the service of summons and other legal process in New York, New York, United States of America, for purposes of any legal action or proceeding brought by the Senior Lenders in respect of this Agreement and shall keep the Senior Lenders advised of the identity and location of such agent. (e) Each of the Borrower, the Project Company and the Sponsor hereby irrevocably agrees that if the Chancery Court any legal action, suit or proceeding arising out of or relating to this Agreement may be brought in the State courts of Delaware the Federal District of Mexico at the election of the Senior Lenders, without any requirement that IFC submit, based upon Article VI, Section 11 of the Articles of Agreement of IFC, to the jurisdiction of such courts in connection with any legal action, suit or proceeding arising out of or relating to this Agreement that may be brought at the election of the Borrower, the Project Company or the Sponsor. By the execution and delivery of this Agreement, each of the Borrower, the Project Company and the Sponsor hereby irrevocably submits to the jurisdiction of any such court and hereby irrevocably waives the benefit of jurisdiction derived otherwise in any such action, suit or proceeding. Nothing in this Agreement constitutes a waiver by either Senior Lender of any immunity to which IFC may be entitled under the Articles of Agreement establishing IFC or to which either Senior Lender may be entitled under applicable law. Amended and Restated Financial Support Agreement (f) Each of the Borrower, the Project Company and the Sponsor irrevocably waives to the fullest extent permitted by applicable law any and all rights to demand a trial by jury in any action, suit or proceeding brought against the Borrower, the Project Company or the Sponsor by the Senior Lenders. (g) To the extent that any of the Borrower, the Project Company and the Sponsor may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction such immunity (whether or not claimed) may be attributed to it or its assets, it irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction. (h) Each of the Borrower, the Project Company and the Sponsor hereby acknowledges that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. Each of the Borrower, the Project Company and the Sponsor hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, brought against a Senior Lender in any forum in which such Senior Lender is not have jurisdiction over such matterentitled to immunity from a trial by jury. (i) To the extent that any of the Borrower, then such the Project Company and the Sponsor may, in any suit, action or proceeding may be brought in any of the courts referred to in subsection (b) above or elsewhere (other federal or state courts located than a court in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter Mexico) arising out of or in connection with this Agreement, or Agreement be entitled to the transactions contemplated hereby or thereby benefit of any provision of law requiring the Senior Lenders in any court outside of the Chancery Court in the State of Delaware. Process in any such suit, action or proceeding may be served on any party anywhere to post security for the costs of the Borrower, the Project Company or the Sponsor (cautio judicatum solvi), or to post a bond or to take similar action, each of the Borrower, the Project Company and the Sponsor hereby irrevocably waives such benefit, in each case to the fullest extent now or in the world, whether within or without future permitted under the laws of the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on in which such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourt is located. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareNew York, United States of America. (b) For the exclusive benefit of IFC, the Borrower irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement may be brought in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. Non-contractual By the execution of this Agreement, the Borrower irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Borrower in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (c) Nothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise sxx the Borrower in the Country or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Borrower in any manner authorized by the laws of any such jurisdiction. (d) The Borrower hereby irrevocably designates, appoints and empowers CT Corporation System, with offices currently located at 100 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in the State of New York in respect of this Agreement. (e) As long as this Agreement remains in force, the Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in New York, New York, United States of America, with respect to this Agreement. The Borrower shall keep IFC advised of the identity and location of such agent. (f) The Borrower also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrower, at its address specified pursuant to Section 8.02 (Notices). In such a case, IFC shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Borrower. (g) Service in the manner provided in Sections 8.05(d), (e) and (f) in any action, suit or proceeding will be deemed personal service, will be accepted by the Borrower as such and will he valid and binding upon the Borrower for all purposes of any such action, suit or proceeding. (h) The Borrower irrevocably waives to the fullest extent permitted by applicable law. (i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section; (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (iii) its right of removal of any matter commenced by IFC in the courts of the State of New York to any court of the United States of America; and (iv) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by IFC. (i) To the extent that the Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any other Transaction Document from any suit, execution, attachment (if anywhether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (j) The Borrower hereby acknowledges that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. The Borrower hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury. (k) To the extent that the Borrower may, in any action, suit or proceeding brought in any of the courts referred to in Section 8.05 (b) or a court of the Country or elsewhere arising out of or in connection with this agreement (including its formation) shall also Agreement or any other Transaction Document be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant entitled to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason benefit of any provision of this Agreement than they would otherwise be under the Delaware Act law requiring IFC in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofpost security for the costs of the Borrower, or based on any matter arising out of to post a bond or to take similar action, the Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside future permitted under the laws of the Chancery Court in Country or, as the State of Delaware. Process in any suitcase may be, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on in which such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourt is located. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, AGREEMENT OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This 14.01 All matters affecting the interpretation validity, and performance of this Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware without regard to its conflict of law principles. 14.02 The United States District Court for the District of Delaware. The rights , if a basis for Federal court jurisdiction is present, and liabilities otherwise a state court of the Members State of Delaware, shall have exclusive jurisdiction and venue over any dispute arising under or relating to this Agreement, and LICENSEE and the Affiliates of LICENSEE consent to the jurisdiction and venue of such courts. Each of LICENSOR and LICENSEE and Affiliates of LICENSEE submits to the personal jurisdiction in the Company State of Delaware in any action or proceeding arising under or relating to this Agreement and each Series and as between them shall be determined pursuant hereby agrees not to assert by way of pleading, motion or otherwise in any such suit; action of proceeding, that such party is not personally subject to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence jurisdiction of any such provisioncourt and such action or proceeding is brought in an inconvenient forum, or even if this Agreement is inconsistent with that the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision venue of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) Any suit, action or proceeding seeking is improper or that this Agreement may not be enforced in or by such court. In furtherance of such submission to enforce jurisdiction, each of LICENSOR and LICENSEE and Affiliates of LICENSEE hereby agrees that, without in any provision ofmanner limiting or restricting other methods of obtaining personal jurisdiction over such party, personal jurisdiction over LICENSOR or based on LICENSEE in any matter action or proceeding arising out of or in connection with relating to this Agreement, or the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall Agreement may be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction obtained over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting court located in the foregoingState of Delaware (including a United States Federal District Court in such state) and that any process, each party agrees that service notice of process on motion, or other application to any court in connection with any such action or proceeding may be served upon such party by written notice pursuant to registered or certified mail to, or by personal service upon such party at the last address of such party as specified in, or in accordance with the provisions of, Article XIII of this Agreement. Each of the Affiliates of LICENSEE and LICENSOR shall be bound by the provisions of this Section 15.01 will be deemed effective service of process on such party14.02. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT14.03 In any action commenced to enforce this Agreement or as a result of a breach of this Agreement, INCLUDINGthe prevailing party in such action shall be entitled to recover the costs of such action, WITHOUT LIMITATIONincluding attorneys’ fees, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSincurred as a result of the action to enforce and/or remedy the breach of this Agreement.

Applicable Law and Jurisdiction. (a) This Agreement is governed by, and the rights of the parties shall be governed by and construed in accordance with with, the laws of the State of DelawareNew York, United States of America. (b) Each Co-Borrower irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement or any other Transaction Document to which it is a party may be brought by IFC in the courts of the United States of America located in the Southern District of New York. NonBy the execution of this Agreement, each Co-contractual Borrower irrevocably submits to the non-exclusive jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Co-Borrowers in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (c) Nothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise xxx the Co-Borrowers in the Philippines or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Co-Borrowers in any manner authorized by the laws of any such jurisdiction. (d) Each Co-Borrower hereby irrevocably designates, appoints and empowers CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as its authorized agent solely to receive for and on its behalf service of summons or other legal process in any action, suit or proceeding IFC may bring in the State of New York. (e) As long as this Agreement or any other Transaction Document to which the Co-Borrowers are a party remains in force, each Co-Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in New York, New York, United States of America, with respect to this Agreement or that other Transaction Document. Each Co-Borrower shall keep IFC advised of the identity and location of such agent. (f) Each Co-Borrower also irrevocably consents, if for any reason the Co-Borrower’s authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of those courts by mailing copies of the papers by registered United States air mail, postage prepaid, to the Co-Borrowers at their addresses specified pursuant to Section 1.02 (Notices), Volume V, Miscellaneous; Execution. In such a case, IFC shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Co-Borrowers. (g) Service in the manner provided in this Section 8.05 in any action, suit or proceeding will be deemed personal service, will be accepted by the Co-Borrowers as such and will be valid and binding upon the Co-Borrowers for all purposes of any such action, suit or proceeding. (h) Each Co-Borrower irrevocably waives to the fullest extent permitted by applicable law: (i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section; and (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum. (i) To the extent that any Co-Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any other Transaction Document to which each such Co-Borrower is a party from any suit, execution, attachment (if anywhether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, each Co-Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (j) Each Co-Borrower hereby acknowledges that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or any other Transaction Document to which each such Co-Borrower is a party, brought against IFC in any court of the United States of America. Each Co-Borrower hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or any other Transaction Document to which each such Co-Borrower is a party or the transactions contemplated by this Agreement or those Transaction Documents, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury. (k) To the extent that any Co-Borrower may, in any suit, action or proceeding brought in any of the courts referred to in Section 8.03(b) or elsewhere arising out of or in connection with this agreement (including its formation) shall also Agreement or any other Transaction Document to which each such Co-Borrower is a party, be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant entitled to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason benefit of any provision of this Agreement than they would otherwise be under the Delaware Act law requiring IFC in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) Any suit, action or proceeding seeking to enforce any provision ofpost security for the costs of such Co-Borrower, or based on to post a bond or to take similar action, each Co-Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under the laws of the Country or, as the case may be, the jurisdiction in which such court is located. (l) To the extent that any matter Co-Borrower may, in any suit, action or proceeding brought in any courts referred to in Section 8.03(b) or a court in the Philippines or elsewhere arising out of or in connection with this AgreementAgreement or any other Transaction Document to which each such Co-Borrower is a party, or the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents entitled to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue benefit of any provision of law requiring IFC in such suit, action or proceeding to post security for the costs of such Co-Borrower, or to post a bond or to take similar action, each Co-Borrower hereby irrevocably waives such benefit, in any such court each case to the fullest extent now or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in future permitted under the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside laws of the Chancery Court jurisdiction in which the State of Delaware. Process court in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partyquestion is located. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) Any To the fullest extent permitted by applicable law, 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by applicable law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided. To the fullest extent permitted by applicable law, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware except to the extent otherwise explicitly provided herein. The provisions of this Section 15.8(b) shall not be applicable to an action, suit or proceeding to the extent it pertains to a matter as to which the claims are exclusively vested in the jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware, or if the Chancery Court in the State of Delaware does not have jurisdiction over such matter. The Company acknowledges for the avoidance of doubt that this Section 15.8(b) shall not apply to claims arising under the Securities Act and the Exchange Act, and by agreeing to the provisions of this Section 15.8(b), each Member will not be deemed to have waived compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. (c) Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Collateral Agreement shall be governed by, and construed and interpreted in accordance with, the rights laws of the parties State of New York, except that the provisions of this Collateral Agreement creating an agency and setting forth the rights, duties, obligations and liabilities of the Collateral Agent shall be governed by and construed in accordance with the laws of the State of DelawareNew York. NonThe parties hereto hereby submit to the non-contractual obligations (if any) arising out exclusive jurisdiction of or in connection with this agreement (including its formation) shall also be governed by the laws courts of the State of New York and the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provisionHowever, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits law of the State in which particular Collateral is located requires that the law of such State be applicable for purposes of enforcement of the Lenders' remedies with respect to such Collateral, then for such limited purpose the law of such State shall apply; except where such State permits or otherwise does not prohibit the parties to waive the applicability of such State law in which case the parties hereby waive applicability of such State law. In particular, MRT and each Subsidiary hereby waives and disclaims any state law or principle of equity which limits the ability of the Collateral Agent to sell or dispose of the Collateral in multiple actions, rather than one action, by parcel rather than EN MASSE in any particular provision order, or to obtain and/or enforce a deficiency judgment in respect of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Actsale of any piece of Collateral. (b) Any suit, action or proceeding seeking to enforce MRT and each Subsidiary hereby irrevocably waives any provision of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated herebyobjection, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents objection to the exclusive submission to jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection set forth above which it may now or hereafter may have to the laying of the venue bringing of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partyjurisdiction. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE EACH OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING ACTION OR PROCEEDING TO THE COMPANY ENFORCE OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, DEFEND ANY RIGHTS OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSREMEDIES HEREUNDER.

Applicable Law and Jurisdiction. (a) This THIS AGREEMENT AND THE LOAN DOCUMENTS PROVIDED FOR HEREIN (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF AND THEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, OTHER THAN CONFLICT OF LAWS RULES THEREOF. Any legal action or proceeding against the Borrower with respect to this Agreement and or any Loan Document may be brought in the rights of the parties shall be governed by and construed in accordance with the laws courts of the State of Delaware. Non-contractual obligations (if any) arising out New York, the U.S. Federal Courts in such state, sitting in the County of New York, or in connection with this agreement the courts of any other jurisdiction where such action or proceeding may be properly brought, and the Borrower hereby irrevocably accept the jurisdiction of such courts for the purpose of any action or proceeding. The Borrower hereby designates and irrevocably appoints and empowers C T Corporation System (including the "Process Agent"), currently located at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx each case as its formation) shall also authorized agent to accept, receive and acknowledge for and on behalf of each and its property service of any and all process which may be governed by served but only in any action, suit or proceeding of the laws of nature referred to above in the State of DelawareNew York and further agree that failure of such firm to give the Borrower any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The rights Borrower hereby irrevocably authorizes and liabilities directs the Process Agent to accept such service on its behalf. The Borrower further irrevocably consents to the service of process out of said courts by the mailing thereof by the Agent by U.S. registered or certified mail postage prepaid to the party to be served at its address designated in Section 37 41 6.1. The Borrower agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this Section 6.3 shall affect the right of the Members Lenders or the Agent to serve legal process in any other manner permitted by law or affect the right of the Lenders or the Agent to bring any action or proceeding against the Borrower or its properties in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreementcourts of any other jurisdiction. To the extent that the rights Borrower has or obligations hereafter may acquire any immunity from jurisdiction of any Member are different by reason court or from any legal process (whether through service of any provision notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to either itself or its property, the Borrower hereby irrevocably waives such immunity in respect of their obligations under this Agreement than they would otherwise be under and the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member other Loan Documents. The Borrower hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement or any Loan Document brought in the Supreme Court of the State of New York, County of New York or the U.S. District Court for the Southern District of New York, and hereby further irrevocably waive any such court or claim that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (cb) EVERY PARTY TO THIS AGREEMENT THE LENDERS, THE AGENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY THE BORROWER IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, THE NOTE OR OTHERWISE AS TO THE COMPANY AS BETWEEN OTHER LOAN DOCUMENTS OR AMONG ANY SAID PERSONSTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Applicable Law and Jurisdiction. (a) This THIS AGREEMENT AND THE LOAN DOCUMENTS PROVIDED FOR HEREIN (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF AND THEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, OTHER THAN CONFLICT OF LAWS RULES THEREOF. Any legal action or proceeding against the Borrower or the Guarantor with respect to this Agreement and or any Loan Document may be brought in the rights of the parties shall be governed by and construed in accordance with the laws courts of the State of Delaware. Non-contractual obligations (if any) arising out New York, the U.S. Federal Courts in such state, sitting in the County of New York, or in connection with this agreement the courts of any other jurisdiction where such action or proceeding may be properly brought, and the Borrower and the Guarantor hereby irrevocably accept the jurisdiction of such courts for the purpose of any action or proceeding. The Borrower and the Guarantor hereby designate and irrevocably appoint and empower C T Corporation System (including the "Process Agent"), currently located at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx each case as its formation) shall also authorized agent to accept, receive and acknowledge for and on behalf of each and its property service of any and all process which may be governed by served but only in any action, suit or proceeding of the laws of nature referred to above in the State of DelawareNew York and further agree that failure of such firm to give the Borrower or the Guarantor any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The rights Borrower and liabilities the Guarantor hereby irrevocably authorize and direct the Process Agent to accept such service on its behalf. The Borrower and the Guarantor further irrevocably consent to the service of process out of said courts by the mailing thereof by the Lender by U.S. registered or certified mail postage prepaid to the party to be served at its address designated in Section 5.01. The Borrower and the Guarantor agree that a final judgment in any action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this Section 5.03 shall affect the right of the Members Lender to serve legal process in any other manner permitted by law or affect the right of the Lender to bring any action or proceeding against the Borrower and the Guarantor or their respective properties in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreementcourts of any other jurisdiction. To the extent that the rights Borrower or obligations the Guarantor has or hereafter may acquire any immunity from jurisdiction of any Member are different by reason court or from any legal process (whether through service of any provision notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to either itself or its property, the Borrower and the Guarantor hereby irrevocably waive such immunity in respect of their obligations under this Agreement than they would otherwise be under and the Delaware Act in other Loan Documents. The Borrower and the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member Guarantor hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, waives any objection which it they may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement or any Loan Document brought in the Supreme Court of the State of New York, County of New York or the U.S. District Court for the Southern District of New York, and hereby further irrevocably waive any such court or claim that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (cb) EVERY PARTY TO THIS AGREEMENT THE LENDER, THE BORROWER AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY THE GUARANTOR IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, THE NOTE OR OTHERWISE AS TO THE COMPANY AS BETWEEN OTHER LOAN DOCUMENTS OR AMONG ANY SAID PERSONSTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out New York, United States of America, without giving effect to principles or in connection with this agreement (including its formation) shall also be governed by rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Actanother jurisdiction. (b) Any suitEach of the Company and each Investor irrevocably agrees to venue being laid in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan, action in any legal action, suit or proceeding seeking arising out of or relating to enforce this Agreement, and waives any provision ofobjections to venue based on grounds of forum non conveniens or inconvenient forum. Nothing contained herein shall be construed as a waiver of the right of the Company or any Investor to seek removal to federal court in any action brought hereunder. (c) For the exclusive benefit of the Investors, the Company irrevocably also submits to personal jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Company in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or based in any other manner provided by law. (d) The parties acknowledge and agree that no provision of this Agreement, nor the consent to venue by IFC in subsection (a), in any way constitutes or implies a waiver, termination or modification by IFC of any privilege, immunity or exemption of IFC granted in the Articles of Agreement establishing IFC, international conventions, or Applicable Law. (e) The Company hereby irrevocably designates, appoints and empowers Corporation Service Company with offices currently located at 1180 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent solely to receive for and on its behalf service of any matter summons, complaint or other legal process in any action, suit or proceeding the Investors may bring in the State of New York in respect of this Agreement. (f) As long as this Agreement remains in force, the Company shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding the Investors may bring in New York, New York, United States of America, with respect to this Agreement. The Company shall keep the Investors advised of the identity and location of such agent. (g) The Company also irrevocably consents to the service of such papers being made by mailing copies of the papers to the Company at its address and in the manner specified pursuant to Section 5.01 (Notices). In such a case, the Investors shall also send by email, or have sent by email, a copy of the papers to the Company. (h) Service in the manner provided in Sections 5.04(e), (f) and (g) in any action, suit or proceeding will be deemed personal service, will be accepted by the Company as such and will be valid and binding upon the Company for all purposes of any such action, suit or proceeding. (i) THE COMPANY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT AGAINST THE COMPANY BY ANY INVESTOR. (j) The Company hereby acknowledges that IFC shall be entitled under Applicable Law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. The Company hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury. (k) To the extent that the Company may, in any action, suit or proceeding brought in any of the courts referred to in Section 5.04(b) or in any other court or elsewhere arising out of or in connection with this Agreement, or the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents entitled to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue benefit of any provision of law requiring any Investor in such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofpost security for the costs of the Company, or based on any matter arising out of to post a bond or to take similar action, the Company hereby irrevocably waives such benefit, in each case to the fullest extent now or in connection with the future permitted under Applicable Law or, as the case may be, the jurisdiction in which such court is located. (l) Nothing in this AgreementAgreement shall affect the right of any Investor to (i) commence legal proceedings or otherwise xxx the Company in South Africa, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court U.S. federal courts sitting in the State of Delaware. Process Florida or the state courts of the State of Florida or (ii) commence legal proceedings to enforce any judgment against the Company in any suitappropriate jurisdiction, action or proceeding may be served on and in either case to serve process, pleadings and other legal papers upon the Company in any party anywhere in manner authorized by the world, whether within or without the jurisdiction laws of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partyjurisdiction. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in any state or federal court of competent jurisdiction located within the State of Delaware California and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware such courts (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of DelawareCalifornia. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. (c) EVERY PARTY EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE THE ACTIONS OF ANY PORTION PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY THE PARTIES HERETO ALSO WAIVES ANY RIGHT BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A JURY TRIAL AS BY THE COURT. BY AGREEING TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING PROVISION, EACH PARTY WILL NOT BE DEEMED TO HAVE WAIVED THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER COMPANY’S COMPLIANCE WITH U.S. FEDERAL SECURITIES LAW, OR OTHERWISE AS TO LAWS AND THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSRULES AND REGULATIONS PROMULGATED THEREUNDER.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) Any To the fullest extent permitted by applicable law, 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by applicable law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided. To the fullest extent permitted by applicable law, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware except to the extent otherwise explicitly provided herein. The provisions of this Section 15.8(b) shall not be applicable to an action, suit or proceeding to the extent it pertains to a matter as to which the claims are exclusively vested in the jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware, or if the Chancery Court in the State of Delaware does not have jurisdiction over such matter. The Company acknowledges for the avoidance of doubt that this Section 15.8(b) shall not apply to claims arising under the Securities Act and the Exchange Act, and by agreeing to the provisions of this Section 15.8(b), each Member will not be deemed to have waived compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. (c) Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the - 44 - foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. (cd) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, AGREEMENT OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS. NOTWITHSTANDING THE ABOVE, THE FOREGOING WAIVER OF THE RIGHT TO A JURY TRIAL DOES NOT APPLY TO CLAIMS ARISING UNDER THE SECURITIES ACT AND THE EXCHANGE ACT.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be is governed by and shall be construed in accordance with the laws of India. The courts and tribunals having jurisdiction shall be as provided below: (i) The Parties agree that the State courts and tribunals in [•] shall have non-exclusive jurisdiction to settle any disputes which may arise out of Delaware. Non-contractual obligations or in connection with this Agreement and that accordingly any suit, action or proceedings (if anytogether referred to as "Proceedings") arising out of or in connection with this agreement Agreement may be brought in such courts or tribunals and the Sponsor irrevocably submits to and accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of those courts or tribunals. (including its formationii) The Sponsor irrevocably waives any objection now or in future, to the laying of the venue of any Proceedings in the courts and tribunals at [•] and any claim that any such Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceedings brought in the courts and tribunals at [•] shall also be governed by conclusive and binding upon it and may be enforced in the courts of any other jurisdiction, (subject to the laws of the State such jurisdiction) by a suit upon such judgment, a certified copy of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them which shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations conclusive evidence of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provisionjudgment, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits in any particular provision of the Delaware Act to be waived or modified other manner provided by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Actlaw. (biii) Any suit, action or proceeding seeking to enforce The Sponsor hereby consents generally in respect of any provision of, or based on any matter Proceedings arising out of or in connection with this Agreement, Agreement to the giving of any relief or the transactions contemplated hereby, issue of any process in connection with such Proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings. (iv) To the extent that the Sponsor may in any jurisdiction claim for itself or its assets immunity from suit, actionexecution, attachment (whether in aid of execution, before judgment or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware otherwise) or other legal process and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding that in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding there may be brought in other federal attributed to itself or state courts located in its assets such immunity (whether or not claimed), the State of Delaware. Each Member Sponsor hereby irrevocably agrees not to claim and hereby irrevocably waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partyimmunity. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. 12.1. The transactions (arechtshandelingen) This Agreement and the rights contemplated by this deed shall be governed exclusively by Dutch law. 12.2. Each of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereto hereby consents irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, County of New Castle (or, if (but only if) such court shall be unavailable, any other court of the State of Delaware or any Federal court sitting in the State of Delaware), for the purpose of any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this deed and each of the parties hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined exclusively in the Court of Chancery of the State of Delaware, County of New Castle (or, if (but only if) such court shall be unavailable, any other court of the State of Delaware or any Federal court sitting in the State of Delaware). 12.3. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this deed, on behalf of itself or its property, by personal delivery of copies of such process to such party and nothing in this Article 12.3 shall affect the right of any party to serve legal process in any other manner permitted by law, (b) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery, County of New Castle, any other court of the State of Delaware, County of New Castle, and any Federal court sitting in the State of Delaware (and of for the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue purpose of any dispute arising out of this deed or the transactions contemplated by this deed, (c) agrees that it will not attempt to deny or defeat such suit, action personal jurisdiction by motion or proceeding in other request for leave from any such court and (d) agrees that it will not bring any action relating to this deed or that any such suit, action or proceeding which is brought the transactions contemplated by this deed in any court other than the Delaware Court of Chancery located in the County of New Castle (or, if (but only if) such court has been brought in an inconvenient forum; providedshall be unavailable, that if the Chancery Court in any other court of the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located any Federal court sitting in the State of Delaware). Each Member hereby waives of the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby parties hereto agrees that a final judgment in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding shall be conclusive and may be served enforced in other jurisdictions by suit on the judgment or in any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party other manner provided by written notice pursuant to Section 15.01 will be deemed effective service of process on such partylaw. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) 11.1 This Agreement and the rights of the parties shall be governed by and construed in accordance with Hellenic Law and in particular with the laws provisions of (i) Act of the State Monetary Committee under Serial No. 187/1978 (as amended), (ii) the provisions of DelawareX.X. dated 17.7/13.8.1923 on “Special Provisions on Societes Anonymes” and (iii) the special terms set out in the resolutions of the Bank of Greece or any other competent Authority. NonMoreover, the Borrower hereby acknowledges and declares that it is fully familiar with the General Transaction Terms of the Bank and it is hereby agreed that the said General Transaction Terms shall be deemed an integral part of this Agreement. 11.2 For the exclusive benefit of the Bank, each of the Borrower and the Corporate Guarantor hereby (i) irrevocably submits to the non exclusive jurisdiction of the Courts of Piraeus in Greece and (ii) agrees that any summons, writ, judicial or extra-contractual obligations judicial notice, protest, payment order, order for payment, order for enforcement, announcement of claim or other legal process issued against it in Greece shall be served upon the Process Agent, who is hereby authorised to accept such service, which shall be deemed to be good service on each of the Borrower and the Corporate Guarantor. (if anya) The submission to the jurisdiction of the Courts of Piraeus shall not (and shall not be construed so as to) limit the right of the Bank to take proceedings against the Borrower and/or the Corporate Guarantor in the courts of any other jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. (b) The parties further agree that subject to sub-Clause 16.2(b) the Courts of Piraeus shall have exclusive jurisdiction to determine any claim which the Borrower may have against the Bank arising out of or in connection with this agreement (including its formation) shall also be governed Agreement and each of the Borrower and the Corporate Guarantor hereby waives any objections to proceedings with respect to this Agreement in such courts on the grounds of venue or inconvenient forum. 11.3 If it is decided by the laws Bank that any such proceedings should be commenced in any other country, then any objections as to the jurisdiction or any claim as to the inconvenience of the State of Delaware. The rights and liabilities forum is hereby waived by each of the Members in Borrower and the Company Corporate Guarantor and it is agreed and undertaken by each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act Security Parties to be waived or modified by instruct lawyers in that country to accept service of legal process and not to contest the Members, in which event any contrary provisions hereof shall be valid to validity of such proceedings as far as the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court court or courts involved is concerned and each of the Security Parties agrees that any judgement or order obtained in an English court shall be conclusive and binding on the Security Parties (and each of them) and shall be enforceable without review in the State courts of Delaware (and of the appropriate appellate courts therefrom) in any suitother jurisdiction. 11.4 Xx. Xxxxxxxxxx-Xxxxx Kallifidas, action or proceeding, and irrevocably waives, to the fullest extent permitted by an attorney at law, presently of 83 Akti Miaouli and Xxxxxx Xxxxxx, 000 00 Xxxxxxx, Xxxxxx, is hereby appointed by the Borrower as agent to accept service (hereinafter “Process Agent”) upon whom any objection which it may now or hereafter have to the laying judicial process in respect of the venue of any such suit, action or proceeding proceedings in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding Greece may be served and any process notice, judicial or extra-judicial request, demand for payment, payment order, foreclosure proceedings, notarial announcement of claim, notice, request, demand or other communication under this Agreement or any of the Security Documents. In the event that the Process Agent (or any substitute process agent notified to the Bank in accordance with the foregoing) cannot be found at the address specified above (or, as the case may be, notified to the Bank), which will be conclusively proved by a deed of a process server to the effect that the Process Agent was not found at such address, any process notice, judicial or extra-judicial request, demand for payment, payment order, foreclosure proceedings, notarial announcement of claim or other communication to be sent to any Security Party may be validly notified in accordance with the relevant provisions of the Hellenic Code on any party anywhere in the world, whether within or without the jurisdiction Civil Procedure. 11.5 In this Clause 10 “proceedings” means proceedings of any court. Without limiting the foregoingkind, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partyincluding an application for a provisional or protective measure. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareNew York, United States of America. (b) For the exclusive benefit of the Secured Parties, each of the Borrower, the Sponsor Parties and the Shareholders irrevocably agrees to venue being laid in the courts of the United States of America located in the Southern District of New York, or in the courts of the State of New York located in the Borough of Manhattan, in any legal action, suit or proceeding arising out of or relating to this Agreement, and waives any objections to venue based on grounds of forum non conveniens or inconvenient forum. (c) For the exclusive benefit of the Secured Parties, each of the Borrower, the Sponsor Parties and the Shareholders irrevocably also submits to personal jurisdiction of any such court in any such action, suit or proceeding. NonFinal judgment against each of the Borrower or the Shareholders in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction subject to applicable law, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (d) The parties acknowledge and agree that: (i) no provision of this Agreement in any way constitutes or implies a waiver, termination or modification by IFC of any privilege, immunity or exemption of IFC granted in the Articles of Agreement establishing IFC, international conventions or applicable law; (ii) no provision of this Agreement in any way constitutes or implies a waiver, termination or modification by IDB of any privilege, immunity or exemption of IDB granted the Agreement Establishing the Inter-contractual American Development Bank, international conventions or applicable law; and (iii) no provision of this Agreement in any way constitutes or implies a waiver, termination or modification by IIC of any privilege, immunity or exemption of IIC granted the Agreement Establishing the Inter-American Investment Corporation, international conventions or applicable law. (e) Each of the Borrower, the Sponsor Parties and the Shareholders irrevocably designates, appoints and empowers Cogency Global Inc. with offices at 00 X. 00xx Xx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding a Finance Party may bring in the State of New York in respect of this Agreement. (f) As long as this Agreement remains in force, each of the Borrower, the Sponsor Parties and the Shareholders shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding a Secured Party may bring in New York, New York, United States of America, with respect to this Agreement. Each of the Borrower, the Sponsor Parties and the Shareholders shall keep each Secured Party advised of the identity and location of such agent. (g) Each of the Borrower, the Sponsor Parties and the Shareholders also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrower, such Sponsor Party or such Shareholder, at its address specified pursuant to Section 12.02 (Notices). In such a case, the Secured Parties shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Borrower, such Sponsor Party or such Shareholder. (h) Service in the manner provided in Sections 12.10(e), (f) and (g) in any action, suit or proceeding will be deemed personal service, will be accepted by the Borrower as such and will be valid and binding upon the Borrower, such Sponsor Parties and such Shareholders for all purposes of any such action, suit or proceeding. (i) Each of the Borrower, the Sponsor Parties and the Shareholders irrevocably waives to the fullest extent permitted by applicable law: (i) its right of removal of any matter commenced by any of the Secured Parties in the courts of the State of New York to any court of the United States of America; and (ii) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against it by any of the Secured Parties. (j) To the extent that the Borrower, any Sponsor Party or any Shareholder may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement, or any other Transaction Document to which it is a party, from any suit, execution, attachment (if anywhether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Borrower, such Sponsor Party and such Shareholder irrevocably agree not to claim and irrevocably waive such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (k) Each of the Borrower, the Sponsor Parties and the Shareholders hereby acknowledges that IIC and IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IIC and IFC in any court of the United States of America. Each of the Borrower, the Sponsor Parties and the Shareholders hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding, arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against any Senior Lender in any forum in which such Senior Lender is not entitled to immunity from a trial by jury. (l) To the extent that any of the Borrower, the Sponsor Parties or the Shareholders may, in any action, suit or proceeding brought in any of the courts referred to in Section 12.10(b) above or a court the Country or elsewhere arising out of or in connection with this agreement (including its formation) shall also Agreement or any other Transaction Document to which the Borrower, any Sponsor Party or any Shareholder is a party, be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant entitled to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason benefit of any provision of this Agreement than they would otherwise be under the Delaware Act law requiring a Secured Party in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofpost security for the costs of the Borrower, such Sponsor Party or such Shareholder, or based on any matter arising out of to post a bond or to take similar action, the Borrower, such Sponsor Party or such Shareholder hereby irrevocably waives such benefit, in each case to the fullest extent now or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside future permitted under the laws of the Chancery Court in Country or, as the State of Delaware. Process in any suitcase may be, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on in which such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourt is located. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareNew York, United States of America. (b) For the exclusive benefit of the Finance Parties, the Borrower irrevocably agrees to venue being laid in the courts of the United States of America located in the Southern District of New York, or in the courts of the State of New York located in the Borough of Manhattan, in any legal action, suit or proceeding arising out of or relating to this Agreement, and waives any objections to venue based on grounds of forum non conveniens or inconvenient forum. (c) For the exclusive benefit of the Finance Parties, the Borrower irrevocably also submits to personal jurisdiction of any such court in any such action, suit or proceeding. NonFinal judgment against the Borrower in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (d) The parties acknowledge and agree that: (i) no provision of this Agreement in any way constitutes or implies a waiver, termination or modification by IFC of any privilege, immunity or exemption of IFC granted in the Articles of Agreement establishing IFC, international conventions or applicable law; (ii) no provision of this Agreement in any way constitutes or implies a waiver, termination or modification by IDB of any privilege, immunity or exemption of IDB granted the Agreement Establishing the Inter-contractual American Development Bank, international conventions or applicable law; and (iii) no provision of this Agreement in any way constitutes or implies a waiver, termination or modification by IIC of any privilege, immunity or exemption of IIC granted the Agreement Establishing the Inter-American Investment Corporation, international conventions or applicable law; (e) The Borrower hereby irrevocably designates, appoints and empowers Cogency Global Inc., with offices at 10 X. 00xx Xx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding a Finance Party may bring in the State of New York in respect of this Agreement. (f) As long as this Agreement remains in force, the Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding a Finance Party may bring in New York, New York, United States of America, with respect to this Agreement. The Borrower shall keep each Finance Party advised of the identity and location of such agent. (g) The Borrower also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrower, at its address specified pursuant to Section 7.02 (Notices). In such a case, a Finance Party shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Borrower. (h) Service in the manner provided in Sections 7.05(e), (f) and (g) in any action, suit or proceeding will be deemed personal service, will be accepted by the Borrower as such and will be valid and binding upon the Borrower for all purposes of any such action, suit or proceeding. (i) The Borrower irrevocably waives to the fullest extent permitted by applicable law: (i) its right of removal of any matter commenced by any of the Finance Parties in the courts of the State of New York to any court of the United States of America; and (ii) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against it by any of the Finance Parties. (j) To the extent that the Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement, or any other Transaction Document to which it is a party, from any suit, execution, attachment (if anywhether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (k) The Borrower hereby acknowledges that IIC and IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IIC and IFC in any court of the United States of America. The Borrower hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding, arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against any Finance Party in any forum in which such Finance Party is not entitled to immunity from a trial by jury. (l) To the extent that the Borrower may, in any action, suit or proceeding brought in any of the courts referred to in Section 7.05(b) or a court of the Country or elsewhere arising out of or in connection with this agreement (including its formation) shall also Agreement or any other Transaction Document to which the Borrower is a party, be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant entitled to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason benefit of any provision of this Agreement than they would otherwise be under the Delaware Act law requiring a Finance Party in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofpost security for the costs of the Borrower, or based on any matter arising out of to post a bond or to take similar action, the Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside future permitted under the laws of the Chancery Court in Country or, as the State of Delaware. Process in any suitcase may be, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on in which such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourt is located. (cm) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENTNothing in this Agreement shall affect the right of a Finance Party to commence legal proceedings or otherwise sxx the Borrower in the Country or any other appropriate jurisdiction, INCLUDINGor concurrently in more than one jurisdiction, WITHOUT LIMITATIONor to serve process, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSpleadings and other legal papers upon the Borrower in any manner authorized by the laws of any such jurisdiction.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareTHIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member Each party hereby consents irrevocably submits to the exclusive jurisdiction of the Chancery Court U.S. federal and state courts in the State Borough of Delaware Manhattan in The City of New York (and except for proceedings instituted in regard to the enforcement of the appropriate appellate courts therefroma judgment of any such court, as to which such jurisdiction is non-exclusive) in any suitsuit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties irrevocably and unconditionally waive, action to the fullest extent permitted by law, any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any U.S. federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waive and agree, to the fullest extent permitted by law, not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appointed Cogency Global Inc., located 000 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in the Borough of Manhattan in the City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 11, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. Each party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have and all rights to the laying of the venue of any such suit, action or proceeding trial by jury in any such court or that any such suit, action or legal proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with relating to this Agreement, Agreement or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partyhereby. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) 9.1 This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareCalifornia, without regard to conflicts of law principles. Non-contractual obligations This Agreement shall not interpreted or construed with any presumption against the party causing this Agreement to be drafted. 9.2 Each of the Issuer and the Subscriber (if anyi) arising out hereby irrevocably submits to the jurisdiction of or the United States District Court sitting in connection with this agreement (including its formation) shall also be governed by the laws Southern District of Los Angeles and the courts of the State of Delaware. The rights and liabilities of California located in Orange County for the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations purposes of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with relating to this Agreement, Agreement or the any other transactions contemplated herebyhereby and (ii) hereby waives, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents agrees not to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) assert in any such suit, action or proceeding, and irrevocably waives, any claim that it is not personally subject to the fullest extent permitted by lawjurisdiction of such court, any objection which it may now that the suit, action or hereafter have to the laying of proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Issuer and the Subscriber consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 9.2 shall affect or limit any right to serve process in any such court other manner permitted by law. 9.3 In the event of any dispute, controversy, claim or difference that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if should arise between the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising parties out of or relating to or in connection with this Agreement, Agreement or the transactions contemplated hereby breach thereof, the parties shall endeavor to settle such conflicts amicably among themselves. Should they fail to do so, the matter in dispute shall be settled by arbitration in Orange County, California, in accordance with the rules of the American Arbitration Association. Any award or thereby judgment of the arbitrators shall be final and binding on the parties and shall be enforceable in any court outside of competent jurisdiction. All reasonable attorneys' fees incurred by the Chancery Court prevailing party in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction resolution of any court. Without limiting dispute, controversy, claim or difference hereunder shall be borne by the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such losing party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out New York, United States of America, without giving effect to principles or in connection with this agreement (including its formation) shall also be governed by rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Actanother jurisdiction. (b) Any suitEach of the Company and each Investor irrevocably agrees to venue being laid in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan, action in any legal action, suit or proceeding seeking arising out of or relating to this Agreement, and waives any objections to venue based on grounds of forum non conveniens or inconvenient forum. Nothing contained herein shall be construed as a waiver of the right of the Company or any Investor to seek removal to federal court in any action brought hereunder. (c) Final judgment against the Company in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law, and the Company irrevocably also submits to personal jurisdiction of any such court in any such action, suit or proceeding to enforce any judgment. (d) The parties acknowledge and agree that no provision ofof this Agreement, nor the consent to venue by IFC in subsection (b), in any way constitutes or implies a waiver, termination or modification by IFC of any privilege, immunity or exemption of IFC granted in the Articles of Agreement establishing IFC, international conventions, or based Applicable Law. (e) The Company hereby irrevocably designates, appoints and empowers Corporation Service Company with offices currently located at 1180 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent solely to receive for and on its behalf service of any matter summons, complaint or other legal process in any action, suit or proceeding the Investors may bring in the State of New York in respect of this Agreement. (f) As long as this Agreement remains in force, the Company shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding the Investors may bring in New York, New York, United States of America, with respect to this Agreement. The Company shall keep the Investors advised of the identity and location of such agent. (g) The Company also irrevocably consents to the service of such papers being made by mailing copies of the papers by to the Company at its address and in the manner specified in Section 7.01 (Notices). In such a case, the Investors shall also send by email, or have sent by email, a copy of the papers to the Company. (h) Service in the manner provided in Sections 7.04(e), (f) and (g) in any action, suit or proceeding will be deemed personal service, will be accepted by the Company as such and will be valid and binding upon the Company for all purposes of any such action, suit or proceeding. (i) THE COMPANY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT AGAINST THE COMPANY BY ANY INVESTOR. (j) The Company hereby acknowledges that IFC shall be entitled under Applicable Law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. The Company hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury. (k) To the extent that the Company may, in any action, suit or proceeding brought in any of the courts referred to in Section 7.04(b) or in any other court or elsewhere arising out of or in connection with this Agreement, or the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents entitled to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue benefit of any provision of law requiring any Investor in such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofpost security for the costs of the Company, or based on any matter arising out of to post a bond or to take similar action, the Company hereby irrevocably waives such benefit, in each case to the fullest extent now or in connection with the future permitted under Applicable Law or, as the case may be, the jurisdiction in which such court is located. (l) Nothing in this AgreementAgreement shall affect the right of any Investor to (i) commence legal proceedings or otherwise xxx the Company in South Africa, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court U.S. federal courts sitting in the State of Delaware. Process Florida or the state courts of the State of Florida, or (ii) commence legal proceedings to enforce any judgment against the Company in any suitappropriate jurisdiction or (iii), action or proceeding may be served on and in either case to serve process, pleadings and other legal papers upon the Company in any party anywhere in manner authorized by the world, whether within or without the jurisdiction laws of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partyjurisdiction. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) 10.1 This Agreement and the rights of the parties shall be governed by and construed in accordance with Hellenic Law and in particular with the laws provisions of (i) Act of the State Monetary Committee under Serial No. 187/1978 (as amended), (ii) the provisions of DelawareX.X. dated 17.7/13.8.1923 on “Special Provisions on Societes Anonymes” and (iii) the special terms set out in the resolutions of the Bank of Greece or any other competent Authority. NonMoreover, the Borrower hereby acknowledges and declares that it is fully familiar with the General Transaction Terms of the Bank and it is hereby agreed that the said General Transaction Terms shall be deemed an integral part of this Agreement. 10.2 For the exclusive benefit of the Bank, each of the Borrower and the Corporate Guarantor hereby (i) irrevocably submits to the non exclusive jurisdiction of the Courts of Piraeus in Greece and (ii) agrees that any summons, writ, judicial or extra-contractual obligations judicial notice, protest, payment order, order for payment, order for enforcement, announcement of claim or other legal process issued against it in Greece shall be served upon the Process Agent, who is hereby authorised to accept such service, which shall be deemed to be good service on each of the Borrower and the Corporate Guarantor. (if anya) The submission to the jurisdiction of the Courts of Piraeus shall not (and shall not be construed so as to) limit the right of the Bank to take proceedings against the Borrower and/or the Corporate Guarantor in the courts of any other jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. (b) The parties further agree that subject to sub-Clause 16.2(b) the Courts of Piraeus shall have exclusive jurisdiction to determine any claim which the Borrower may have against the Bank arising out of or in connection with this agreement (including its formation) shall also be governed Agreement and each of the Borrower and the Corporate Guarantor hereby waives any objections to proceedings with respect to this Agreement in such courts on the grounds of venue or inconvenient forum. 10.3 If it is decided by the laws Bank that any such proceedings should be commenced in any other country, then any objections as to the jurisdiction or any claim as to the inconvenience of the State of Delaware. The rights and liabilities forum is hereby waived by each of the Members in Borrower and the Company Corporate Guarantor and it is agreed and undertaken by each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act Security Parties to be waived or modified by instruct lawyers in that country to accept service of legal process and not to contest the Members, in which event any contrary provisions hereof shall be valid to validity of such proceedings as far as the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court court or courts involved is concerned and each of the Security Parties agrees that any judgement or order obtained in an English court shall be conclusive and binding on the Security Parties (and each of them) and shall be enforceable without review in the State courts of Delaware (and of the appropriate appellate courts therefrom) in any suitother jurisdiction. 10.4 Xx. Xxxxxxxxxx-Xxxxx Kallifidas, action or proceeding, and irrevocably waives, to the fullest extent permitted by an attorney at law, presently of 83 Akti Miaouli and Xxxxxx Xxxxxx, 000 00 Xxxxxxx, Xxxxxx, is hereby appointed by the Borrower as agent to accept service (hereinafter “Process Agent”) upon whom any objection which it may now or hereafter have to the laying judicial process in respect of the venue of any such suit, action or proceeding proceedings in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding Greece may be served and any process notice, judicial or extra-judicial request, demand for payment, payment order, foreclosure proceedings, notarial announcement of claim, notice, request, demand or other communication under this Agreement or any of the Security Documents. In the event that the Process Agent (or any substitute process agent notified to the Bank in accordance with the foregoing) cannot be found at the address specified above (or, as the case may be, notified to the Bank), which will be conclusively proved by a deed of a process server to the effect that the Process Agent was not found at such address, any process notice, judicial or extra-judicial request, demand for payment, payment order, foreclosure proceedings, notarial announcement of claim or other communication to be sent to any Security Party may be validly notified in accordance with the relevant provisions of the Hellenic Code on any party anywhere in the world, whether within or without the jurisdiction Civil Procedure. 10.5 In this Clause 10 “proceedings” means proceedings of any court. Without limiting the foregoingkind, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partyincluding an application for a provisional or protective measure. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareNew York, United States of America. (b) For the exclusive benefit of OFID, the Borrower irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement or any other Transaction Document to which the Borrower is a party may be brought in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. Non-contractual By the execution of this Agreement, the Borrower irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Borrower in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including Paraguay, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (c) Nothing in this Agreement shall affect the right of OFID to commence legal proceedings or otherwise xxx the Borrower in Paraguay or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Borrower in any manner authorized by the laws of any such jurisdiction. (d) The Borrower hereby irrevocably designates, appoints and empowers CT Corporation System, with offices currently located at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding OFID may bring in the State of New York in respect of this Agreement. (e) As long as this Agreement remains in force, the Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding OFID may bring in New York, New York, United States of America, with respect to this Agreement. The Borrower shall keep OFID advised of the identity and location of such agent. (f) The Borrower also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrower, at its address specified pursuant to Section 7. In such a case, OFID shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Borrower. (g) Service in the manner provided in Sections 7.05 (d), (e) and (f) in any action, suit or proceeding will be deemed personal service, will be accepted by the Borrower as such and will be valid and binding upon the Borrower for all purposes of any such action, suit or proceeding. (h) The Borrower irrevocably waives to the fullest extent permitted by applicable law: (i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section; (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (iii) its right of removal of any matter commenced by OFID in the courts of the State of New York to any court of the United States of America; and (iv) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by OFID. (i) To the extent that the Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any other Transaction Document to which it is a party, from any suit, execution, attachment (if anywhether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (j) Notwithstanding anything in this Agreement or in the Transaction Documents to the contrary, no provision of this Agreement or of the Transaction Documents shall be construed as a waiver by OFID of any of the immunities, privileges and exemptions granted to OFID under the Agreement Establishing OFID, international law, by international conventions and any existing or future agreements between OFID and Paraguay. (k) To the extent that the Borrower may, in any action, suit or proceeding brought in any of the courts referred to in Section 7.05 (b) or a court of the Country or elsewhere arising out of or in connection with this agreement (including its formation) shall also Agreement or any other Transaction Document to which the Borrower is a party, be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant entitled to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason benefit of any provision of this Agreement than they would otherwise be under the Delaware Act law requiring OFID in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofpost security for the costs of the Borrower, or based on any matter arising out of to post a bond or to take similar action, the Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside future permitted under the laws of the Chancery Court in Country or, as the State of Delaware. Process in any suitcase may be, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on in which such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourt is located. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision8.1 THIS AGREEMENT AND ANY CLAIM, or even if this Agreement is inconsistent with the Delaware ActCONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, this Agreement shall controlAND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware ActTHE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS. (b) 8.2 Any legal suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with based upon this Agreement, Agreement or the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby (“Related Proceedings”) shall be brought instituted in Chancery Court the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan, unless any such Federal court determines that it lacks jurisdiction over a Related Proceeding in which case such Related Proceeding shall be instituted in the courts of the State of Delaware New York, in each case located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each Member hereby consents party irrevocably submits to the exclusive jurisdiction of the Chancery Court (except for proceedings instituted in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, regard to the fullest extent permitted by lawenforcement of a judgment of any such court (a “Related Judgment”), any objection as to which it may now or hereafter have to the laying such jurisdiction is non-exclusive) of the venue of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court or that any such suit, action or other proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State . The Vendor irrevocably appoints CT Corporation System as its agent to receive service of Delaware shall not have jurisdiction over such matter, then process or other legal summons for purposes of any such suit, action or proceeding that may be brought instituted in other any state or federal or state courts located court in the State City and County of DelawareNew York. Each Member hereby waives the right With respect to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoingRelated Proceeding, each party agrees that irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process on process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such party by written notice immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to Section 15.01 will be deemed effective service the United States Foreign Sovereign Immunities Act of process on such party1976, as amended. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. THIS AGREEMENT (aINCLUDING THE VALIDITY AND ENFORCEABILITY HEREOF) This SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding against Borrower with respect to this Agreement and or any Loan Paper may be brought in the rights of the parties shall be governed by and construed in accordance with the laws courts of the State of DelawareNew York, the U.S. Federal Courts in such state, sitting in the County of New York, and Borrower hereby irrevocably accepts the exclusive jurisdiction of such courts for the purpose of any action or proceeding. Non-contractual obligations (if any) arising Borrower irrevocably consents to the service of process out of said courts by the mailing thereof by Administrative Agent by U.S. registered or certified mail postage prepaid to Borrower at its address designated on the signature pages hereto. Xxxxxxxx agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in connection with any other manner provided by Xxx. Nothing in this agreement (including Section 14.9 shall affect the rights of any Bank or Administrative Agent to serve legal process in any other manner permitted by Law or affect the right of any Bank or Administrative Agent to bring any action or proceeding against Borrower or its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members properties in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreementcourts of any other jurisdiction. To the extent the rights that Borrower has or obligations hereafter may acquire any immunity from jurisdiction of any Member are different by reason court or from any legal process (whether through service of any provision notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to either itself or its property, Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement than they would otherwise be under and the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member other Loan Papers. Borrower hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement or any Loan Paper brought in the Supreme Court of the State of New York, County of New York or the U.S. District Court for the Southern District of New York, and hereby further irrevocably waives any such court or claims that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement Agreement, and the rights all non-contractual obligations arising out of the parties shall be or in connection with it, is governed by and shall be construed in accordance with English law. (b) Subject to Section 8.05 (d), the laws parties agree that the courts of the State of Delaware. Non-contractual obligations (if any) England shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement Agreement (including its formation) shall also be governed by any dispute regarding non-contractual obligations and any dispute regarding the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights existence, validity or obligations of any Member are different by reason of any provision termination of this Agreement than they would otherwise be under or the Delaware Act consequences of its nullity) (a “Dispute”) and, for such purposes, irrevocably submit to the jurisdiction of such courts. Final judgment against the Borrower in the absence of any such provisionaction, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including Gabon, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits in any particular provision of the Delaware Act to be waived or modified other manner provided by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Actlaw. (c) For the purpose of Section 8.05 (b) Any suit), action or proceeding seeking the Borrower agrees that the courts of England are the most appropriate and convenient courts to enforce any provision of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceedingsettle Disputes, and irrevocably waives, to the fullest extent permitted by law, waives any objection which it may might now or hereafter have to the laying courts of England being nominated as the venue forum to hear and determine any Disputes. (d) Sections 8.05(b) and (c) are for the benefit of IFC only. As a result, to the extent permitted by applicable law, IFC may bring proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by applicable law, IFC may bring concurrent proceedings in any number of jurisdictions. (e) The parties acknowledge and agree that no provision of this Agreement in any way constitutes or implies a waiver, termination or modification by IFC of any such suitprivilege, action immunity or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court exemption of IFC granted in the State Articles of Delaware shall not have jurisdiction over such matterAgreement establishing IFC, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofinternational conventions, or based on applicable law. (f) Without prejudice to other methods of service allowed by law, any matter arising out of process (whether issued from the English courts or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding elsewhere) may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees Borrower by serving that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. Bird & Bird located at 00 Xxxxxx Xxxx, London EC4A 1JP (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.reference VAAEN.0001)

Applicable Law and Jurisdiction. (a) This 14.01 All matters affecting the interpretation validity and performance of this Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. California without regard to its conflict of law principles. 14.02 The rights United States District Court for the District of California, if a basis for Federal court jurisdiction is present, and liabilities otherwise a state court of the Members in the Company State of California, shall have exclusive jurisdiction and each Series and as between them shall be determined pursuant venue over any dispute arising under or relating to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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 and LICENSEE and the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court Affiliates of LICENSEE consent to the jurisdiction and venue of such courts. Each of LICENSOR and LICENSEE and Affiliates of LICENSEE submits to personal jurisdiction and venue in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) California in any action or proceeding arising under or relating to this Agreement and hereby agrees not to assert by way of pleading, motion or otherwise in any such suit, action or proceeding, and irrevocably waives, that such party is not personally subject to the fullest extent permitted by lawjurisdiction of any such court and such action or proceeding is brought in an inconvenient forum, any objection which it may now or hereafter have to the laying of that the venue of any such the suit, action or proceeding is improper or that this Agreement may not be enforced in or by such court. In furtherance of such submission to jurisdiction, each of LICENSOR and LICENSEE and Affiliates of LICENSEE hereby agrees that, without in any manner limiting or restricting other methods of obtaining personal jurisdiction over such court party, personal jurisdiction over LICENSOR or that LICENSEE in any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with relating to this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding Agreement may be served on any obtained over such party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting court located in the foregoingState of California (including a United States Federal District Court in such state) and that any process, each party agrees that service notice of process on motion, or other application to any court in connection with any such action or proceeding may be served upon such party by written notice pursuant to registered or certified mail to, or by personal service upon such party at the last address of such party as specified in, or in accordance with the provisions of, Article XIII of this Agreement. Each of the Affiliates of LICENSEE shall be bound by the provisions of this Section 15.01 will be deemed effective service of process on such party14.02. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT14.03 In any action commenced to enforce this Agreement or as a result of a breach of this Agreement, INCLUDINGthe prevailing party in such action shall be entitled to recover the cost of such action, WITHOUT LIMITATIONincluding attorneys' fees, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSincurred as a result of the action to enforce and/or remedy the breach of this Agreement.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by by, and construed in accordance with with, the internal laws of the State of DelawareDelaware applicable to agreements entered into and performed entirely therein by residents thereof, without regarding to any provisions relating to choice of laws among different jurisdictions. Non-contractual obligations (if any) Each of the Parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in connection with this agreement the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (including its formation) unless the Delaware Court of Chancery shall also be governed by the laws of decline to accept jurisdiction over a particular matter, in which case, in any federal court within the State of Delaware. The rights ), and liabilities each of the Members in the Company and each Series and as between them shall be determined pursuant parties hereby irrevocably submits to the Delaware Act exclusive jurisdiction of the aforesaid courts for itself and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of with respect to its property, generally and unconditionally, with regard to any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with relating to this Agreement. 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, including, without limitation, (a) any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents claim that it is not personally subject to the exclusive jurisdiction of the Chancery Court courts in the State of Delaware as described herein for any reason, (and of the appropriate appellate courts therefromb) in any suit, action that it or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now its property is exempt or hereafter have to the laying of the venue 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 (c) that (i) the suit, action or proceeding in any such court or that any is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofimproper, or based on any matter arising out of or in connection with (iii) this Agreement, or the transactions contemplated hereby subject matter hereof, may not be enforced in or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on by such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourts. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. ‌ (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, hereby shall be brought in Chancery Court in any state or federal court of competent jurisdiction located within the State of Delaware California and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware such courts (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of DelawareCalifornia. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 11.1 will be deemed effective service of process on such party. (c) EVERY PARTY EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE THE ACTIONS OF ANY PORTION PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY THE PARTIES HERETO ALSO WAIVES ANY RIGHT BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A JURY TRIAL AS BY THE COURT. BY AGREEING TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING PROVISION, EACH PARTY WILL NOT BE DEEMED TO HAVE WAIVED THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER COMPANY’S COMPLIANCE WITH U.S. FEDERAL SECURITIES LAW, OR OTHERWISE AS TO LAWS AND THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONSRULES AND REGULATIONS PROMULGATED THEREUNDER.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be is governed by and shall be construed in accordance with the laws of England. (b) For the State exclusive benefit of DelawareIFC, each Obligor irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement or any other Transaction Document to which such Obligor is a party may be brought in the courts of England. NonBy the execution of this Agreement, each Obligor irrevocably submits to the non-contractual exclusive jurisdiction of such courts in any such action, suit or proceeding. Final judgment against any Obligor in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (c) Nothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise sxx any Obligor in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon any Obligor in any manner authorized by the laws of any such jurisdiction. (d) Each Obligor hereby irrevocably designates, appoints and empowers HTD Services Ltd, with offices currently located at Ixxxxxxx Xxxxx, Xxxx’x Xxxxx, Xxxxxx, XX0X 0XX, as its authorized agent solely to receive for and on its behalf service of the writ of summons or other legal process in any action, suit or proceeding arising out of or relating to this Agreement or any Transaction Document which IFC may bring in the courts of England. (e) As long as this Agreement or any other Transaction Document to which an Obligor is a party remains in force, such Obligor shall maintain a duly appointed and authorized agent to receive for and on its behalf service of the writ of summons or other legal process in any action, suit or proceeding brought by IFC in the courts of England with respect to this Agreement or such other Transaction Documents. Such Obligor shall keep IFC advised of the identity and location of such agent. (f) Each Obligor irrevocably waives: (i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section; and (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum. (g) To the extent that any Obligor may be entitled in any jurisdiction to claim for itself or its assets immunity with respect to its obligations under this Agreement or any other Transaction Document to which it is a party from any suit, execution, attachment (if anywhether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed), may be attributed to it or its assets, such Obligor irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent now or in the future permitted by the laws of such jurisdiction. (h) Each Obligor also consents generally with respect to any proceedings arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant Agreement or any other Transaction Document to which it is a party to the Delaware Act and this Agreement. giving of any relief or the issue of any process in connection with such proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such proceedings. (i) To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the MembersObligor may, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) Any suit, action or proceeding seeking brought in any of the courts referred to enforce any provision of, in Section 8.05 (b) or based on any matter a court elsewhere arising out of or in connection with this AgreementAgreement or any other Transaction Document to which such Obligor is a party, or the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents entitled to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue benefit of any provision of law requiring IFC in such suit, action or proceeding to post security for the costs of such Obligor, or to post a bond or to take similar action, such Obligor hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under the laws of the jurisdiction in which such court is located. (j) Each Obligor also irrevocably consents, if for any reason such Obligor’s authorized agent for service of process of summons, complaint and other legal process in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking is not present in England, to enforce any provisions of, or based on any matter arising service of such papers being made out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside those courts by mailing copies of the Chancery Court in the State of Delaware. Process in any suitpapers by registered air mail, action or proceeding may be served on any party anywhere in the worldpostage prepaid, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on to such party by written notice Obligor at its address specified pursuant to Section 15.01 will be deemed effective service 8.02 (Notices). In such a case, IFC shall also send by facsimile, or have sent by facsimile, a copy of process on the papers to such partyObligor. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareTHIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member Each party hereby consents irrevocably submits to the exclusive jurisdiction of the Chancery Court U.S. federal and state courts in the State Borough of Delaware Manhattan in The City of New York (and except for proceedings instituted in regard to the enforcement of the appropriate appellate courts therefroma judgment of any such court, as to which such jurisdiction is non-exclusive) in any suitsuit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties irrevocably and unconditionally waive, action to the fullest extent permitted by law, any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any U.S. federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waive and agree, to the fullest extent permitted by law, not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appointed Cogency Global Inc., 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, X.X. 00000, as its authorized agent in the Borough of Manhattan in the City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 12, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. Each party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have and all rights to the laying of the venue of any such suit, action or proceeding trial by jury in any such court or that any such suit, action or legal proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with relating to this Agreement, Agreement or the transactions contemplated hereby or thereby hereby. If the foregoing is in any court outside accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company, one of the Chancery Court counterparts hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, SEA LIMITED By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted as of the State date first above written. XXXXXXX XXXXX (ASIA) L.L.C. By: Name: Title: XXXXXX XXXXXXX & CO. INTERNATIONAL PLC By: Name: Title: CREDIT SUISSE SECURITIES (USA) L.L.C. By: Name: Title: Acting on behalf of Delawarethemselves and as the Representatives of the several Underwriters. Process in any suitXxxxxxx Sachs (Asia) L.L.C. Xxxxxx Xxxxxxx & Co. International plc Credit Suisse Securities (USA) L.L.C. Citigroup Global Markets Inc. CLSA Limited Xxxxx Xxxxxxx & Co Xxxxx and Company, action or proceeding may be served LLC Xxxxxx, Xxxxxxxx & Company, Incorporated Nomura Securities International, Inc. Tudor, Pickering, Xxxx & Co. Securities, Inc. DBS Bank Ltd. BDO Capital & Investment Corporation PT Mandiri Sekuritas Cathay Securities Corporation Offshore Securities Unit Viet Capital Securities JSC Total 49,690,000 7,453,500 1. The Issuer Free Writing Prospectus filed by the Company with the Commission on any party anywhere in October 12, 2017 2. The Issuer Free Writing Prospectus filed by the worldCompany with the Commission on October 18, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.2017

Applicable Law and Jurisdiction. (a) The Partners hereby irrevocably designate, appoint and empower the Managing Partner as agent to receive for and on behalf of the Partnership, service of process. The Partners further agree that such service of process may be made on the Managing Partner by personal service of a copy of the summons and complaint or other legal process in any such legal suit, action or proceeding, or by other method of service provided for under the applicable laws of the State of Delaware, and the Managing Partner is hereby authorized to accept such service for and on behalf of the Partnership, and to admit service with respect thereto. (b) Upon service of process being made on the Managing Partner, a copy of the summons and complaint or other legal process shall be sent by the Managing Partner to the other Partners within seven (7) days after receipt by the Managing Partner. Service upon the Managing Partner shall be deemed to be personal service on the Partnership and shall be legal and binding upon the Partnership for all purposes, notwithstanding any failure of the Managing Partner to send copies of such legal process or any failure on the part of the other Partners to receive the same. (c) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its internal conflicts of laws principles. Non-contractual obligations (if any) With respect to any claim of any Person arising out of or in connection with this agreement Agreement, (including its formationa) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant Partner irrevocably submits to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision exclusive jurisdiction of the Delaware Act to be waived or modified by the MembersCourt of Chancery, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. and (b) Any each Partner irrevocably waives any objection which it may have at any time to the venue of any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement brought in connection with this Agreement, or the transactions contemplated hereby, including, without limitation, any such courts and irrevocably waives any claim that such suit, actionaction or proceeding is brought in an inconvenient forum, and further irrevocably waives the right to object, with respect to such claim, suit or proceeding brought under federal securities lawin any such court, that such court does not have jurisdiction over such Partner. (d) All Partnership Interests shall be brought in Chancery Court governed by and determined to be a security under Article 8 of the Uniform Commercial Code as adopted in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partyNew York. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Applicable Law and Jurisdiction. (a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of DelawareNew York, United States of America. (b) For the exclusive benefit of IFC, the Borrower irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement or any other Transaction Document to which it is party may be brought in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. Non-contractual By the execution of this Agreement, the Borrower irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Borrower in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (c) Nothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise xxx the Borrower in the Country or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Borrower in any manner authorized by the laws of any such jurisdiction. (d) The Borrower hereby irrevocably designates, appoints and empowers National Corporate Research, with offices currently located at 225 West Thirty Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in the State of New York in respect of this Agreement or any other Transaction Document to which the Borrower is party. (e) As long as this Agreement remains in force, the Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in New York, New York, United States of America, with respect to this Agreement or any other Transaction Document to which the Borrower is party. The Borrower shall keep IFC advised of the identity and location of such agent. (f) The Borrower also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrower, at its address specified pursuant to Section 8.02 (Notices). In such a case, IFC shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Borrower. (g) Service in the manner provided in Sections 8.05(d), (e) and (f) in any action, suit or proceeding will be deemed personal service, will be accepted by the Borrower as such and will be valid and binding upon the Borrower for all purposes of any such action, suit or proceeding. (h) The Borrower irrevocably waives to the fullest extent permitted by applicable law: (i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section; (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (iii) its right of removal of any matter commenced by IFC in the courts of the State of New York to any court of the United States of America; and (iv) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by IFC. (i) To the extent that the Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any other Transaction Document to which it is a party, from any suit, execution, attachment (if anywhether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (j) The Borrower hereby acknowledges that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or any other Transaction Document to which the Borrower is party or the transactions contemplated hereby or thereby brought against IFC in any court of the United States of America. The Borrower hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or any other Transaction Document to which the Borrower is a party or the transactions contemplated hereby or thereby, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury. (k) To the extent that the Borrower may, in any action, suit or proceeding brought in any of the courts referred to in Section 8.05(b) or a court of the Country or elsewhere arising out of or in connection with this agreement (including its formation) shall also Agreement or any other Transaction Document to which the Borrower is a party, be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant entitled to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason benefit of any provision of this Agreement than they would otherwise be under the Delaware Act law requiring IFC in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act. (b) 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, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions ofpost security for the costs of the Borrower, or based on any matter arising out of to post a bond or to take similar action, the Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside future permitted under the laws of the Chancery Court in Country or, as the State of Delaware. Process in any suitcase may be, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on in which such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such partycourt is located. (c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.