Common use of APPLICABLE LAW; JURISDICTION; TRIAL BY JURY Clause in Contracts

APPLICABLE LAW; JURISDICTION; TRIAL BY JURY. THIS JOINDER AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS JOINDER AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Parties submits to the 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 relating to this Joinder Agreement or the transactions contemplated hereby. Nothing in this Section 14 shall limit any of the Parties’ right to bring proceedings in any other courts of competent jurisdiction in more than one jurisdiction (whether concurrently or not) to the extent permitted by applicable law. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, CLAIM OR COUNTER-CLAIM BOUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE MANDATE DOCUMENTS OR THE PERFORMANCE OF SERVICES THEREUNDER. By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: Agent Name The Bank of Nova Scotia, London Address: 000 Xxxxxxxxxxx, 0xx XxxxxXxxxxx, XX0X 0XX Attn: BNS London Loan Ops Email: xxxxxxxxxx.xx@xxxxxxxxxx.xxx Phone: +00 000 000 0000 Fax: +00 000 000 0000 [●] Address: [●] Attn: [●] Email: [●] Phone: [●] Fax: [●] 1. Execution and delivery of this Joinder Agreement by each Loan Party.

APPLICABLE LAW; JURISDICTION; TRIAL BY JURY. THIS JOINDER AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS JOINDER AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Parties submits to the 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 relating to this Joinder Agreement or the transactions contemplated hereby. Nothing in this Section 14 15 shall limit any of the Parties’ right to bring proceedings in any other courts of competent jurisdiction in more than one jurisdiction (whether concurrently or not) to the extent permitted by applicable law. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, CLAIM OR COUNTER-CLAIM BOUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE MANDATE DOCUMENTS OR THE PERFORMANCE OF SERVICES THEREUNDER. By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: Agent Name The Bank of Nova Scotia, London Address: 000 Xxxxxxxxxxx, 0xx XxxxxXxxxxx, XX0X 0XX Attn:Email: BNS London Loan Ops Phone: Fax: THE BANK OF NOVA SCOTIA Address: 000 Xxxxxxxxxxx, 0xx Xxxxx Xxxxxx, XX0X 0XX Attn: Email: xxxxxxxxxx.xx@xxxxxxxxxx.xxx BNS London Loan Ops Phone: +00 000 000 0000 Fax: +00 000 000 0000 [●] Address: [●] Attn: [●] Email: [●] Phone: [●] Fax: [●] : 1. The Effective Date shall have occurred. 2. The Administrative Agent shall have received a duly executed irrevocable Committed Loan Notice in respect of the Term B-6 Facility in accordance with the terms of Section 2.02 (Borrowings, Conversions and Continuations of Loans) of the Amended Credit Agreement; provided however that such Committed Loan Notice may be delivered no later than one Business Day prior to the Closing Date. 3. The conditions set forth in Sections 4.03(a), (b) and (d) of the Amended Credit Agreement shall have been satisfied with respect to the Credit Extension under the Term B-6 Facility. 4. Execution and delivery, and acceptance by the Security Trustee, of an accession deed to the Intercreditor Agreement by each Additional Term B-6 Facility Lender. 1. Execution and delivery of this Joinder Agreement by each Loan Party. 2. Such certified Organization Documents, certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party (other than Columbus International Inc.), certificates of resolutions/authorizations or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably request evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Joinder Agreement and the other Loan Documents to which that Loan Party is a party. 3. An opinion from Ropes & Xxxx International LLP, Delaware and New York counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. 4. An opinion from Ropes & Xxxx International LLP, English law counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. 5. An opinion from Xxxxxx and Calder, Cayman law counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. 6. An opinion from Chancery Xxxxxxxx, Barbados law counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. 7. The Administrative Agent shall have received, at least three Business Days prior to the Effective Date, all documentation and other information about each Loan Party required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulation (31 C.F.R. § 1010.230) (such information to include, for the avoidance of doubt, a certification regarding beneficial ownership as required by such regulation for each entity that qualifies as a “legal entity customer” thereunder) and the USA Patriot Act, and satisfactory to each Lender party hereto (acting reasonably), in each case, that has been requested by the Administrative Agent (for itself or on behalf of any Lender) in writing at least ten days prior to the Effective Date.

APPLICABLE LAW; JURISDICTION; TRIAL BY JURY. THIS JOINDER AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS JOINDER AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Parties submits to the 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 relating to this Joinder Agreement or the transactions contemplated hereby. Nothing in this Section 14 15 shall limit any of the Parties’ right to bring proceedings in any other courts of competent jurisdiction in more than one jurisdiction (whether concurrently or not) to the extent permitted by applicable law. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, CLAIM OR COUNTER-CLAIM BOUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE MANDATE DOCUMENTS OR THE PERFORMANCE OF SERVICES THEREUNDER. By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: Agent Name The Bank of Nova Scotia, London Address: 000 Xxxxxxxxxxx, 0xx XxxxxXxxxxxXxxxx Xxxxxx, XX0X 0XX Attn: Email: BNS London Loan Ops Phone: Fax: THE BANK OF NOVA SCOTIA Address: 000 Xxxxxxxxxxx, 0xx Xxxxx Xxxxxx, XX0X 0XX Attn: Email: xxxxxxxxxx.xx@xxxxxxxxxx.xxx BNS London Loan Ops Phone: +00 000 000 0000 Fax: +00 000 000 0000 [●] Address: [●] Attn: [●] Email: [●] Phone: [●] Fax: [●] 1. Execution and delivery of this Joinder Agreement by each Loan Party.