Common use of Governing Law; Consent to Jurisdiction Clause in Contracts

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Agreement (whether of brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdictions) that would cause state and federal courts sitting in the application of the laws of any jurisdictions other than the State City of New York, Borough of Manhattan. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in 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 such 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. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEIf either party shall commence an action or proceeding to enforce any provisions of this Agreement, AND AGREES NOT TO REQUESTthen the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYpreparation and prosecution of such action or proceeding.

Governing Law; Consent to Jurisdiction. The corporate laws This Agreement and the rights and obligations of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement parties hereunder shall be governed by by, and construed and interpreted in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or the conflict of law provision or rule (whether laws principles thereof. Each of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits to the exclusive jurisdiction of the any Federal or state and federal courts court sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in York over any suit, action or proceedingproceeding arising out of or relating to this Agreement. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted or not prohibited by law, any claim that objection which it is not personally subject may now or hereafter have to the jurisdiction laying of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing brought in such a copy thereof court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Each of the parties hereto hereby irrevocably consents to such party at the address for such 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 suit, action or proceeding by sending the same by certified mail, return receipt requested or by overnight courier service, to serve process the address of such party set forth in any manner permitted by lawSection 7. EACH PARTY HEREBY IRREVOCABLY HERETO WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE ACTION BROUGHT HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware shall govern all issues concerning without reference to the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) laws principles thereof that would cause require the application of the laws of any jurisdictions a jurisdiction other than the State of New YorkDelaware. Each of the parties hereto irrevocably and unconditionally agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder or relating hereto, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or relating hereto brought by the other party hereto shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the state aforesaid courts and federal courts sitting agrees that it will not bring any action relating to this Agreement in any court other than the City aforesaid courts. Each of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and parties hereto hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingproceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such courtcourt 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) to the fullest extent permitted by applicable legal requirements, any claim that such (i) the suit, action or proceeding in such court is brought in an inconvenient forum or that forum, (ii) the venue of such suit, action or proceeding is improperimproper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereby further irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, the benefit of process any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the parties irrevocably and consents unconditionally waives, to process being served the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any such suit, legal action or proceeding by mailing a copy thereof arising out of or relating to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAgreement.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement (a) This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without but giving effect to any choice of federal law or conflict of law provision or rule applicable to national banks. (whether of the State of New York or any other jurisdictionsb) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party Seller hereby irrevocably submits and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the United States District Court for the Southern District Of New York and of any New York state and federal courts court sitting in the City of New YorkYork for purposes of all legal proceedings arising out of or relating to this Amendment or the Transactions contemplated hereby, or for the adjudication recognition or enforcement of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed hereinjudgment, and each Party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against Bxxxx may only) be heard and determined in such state court or, to the extent permitted by law, in such federal court. Seller hereby irrevocably waives, to the fullest extent it may effectively do so, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that proceeding brought in such suit, action or proceeding is a court has been brought in an inconvenient forum or that forum. Nothing in this Section 3.11 shall affect the venue right of such suit, Buyer to bring any action or proceeding is improperagainst Seller or its Property in the courts of other jurisdictions. Each party hereby irrevocably waives personal service of process and consents to process being served Party agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to the service of any and all process in any such action or proceeding by the mailing a copy thereof of copies of such process to such party it at the its address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service hereunder specified in Section 14 of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe Repurchase Agreement.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws principles thereof. Each party hereto agrees that it shall bring any action, proceeding, suit, demand, or claim with respect to any matter arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall govern all issues concerning decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the relative rights State of Delaware) (such courts, collectively, the Company “Delaware Courts”), and its shareholders. All other questions concerning solely in connection with claims arising under this Agreement or the construction, validity, enforcement and interpretation transactions that are the subject of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionsi) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkDelaware Courts, for the adjudication of (ii) waives any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not objection to assert laying venue in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in the Delaware Courts, (iii) waives any objection that the Delaware Courts are an inconvenient forum or do not have jurisdiction over either party hereto, (iv) agrees that the venue service of process upon such suit, party in any such action or proceeding shall be effective if notice is improper. Each party hereby irrevocably waives personal service given in accordance with Section 6.5 of process and consents to process being served this Agreement, although nothing contained in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 affect the right to serve process in any other manner permitted by lawlaw and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVENotwithstanding anything herein to the contrary, AND AGREES NOT TO REQUEST(A) nothing in this Section 6.1 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each party hereto agrees that any judgment issued by a Delaware Court may be recognized, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYrecorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

Governing Law; Consent to Jurisdiction. The corporate (a) This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without regard to conflict of laws principles. (b) Any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined exclusively in the Court of Chancery of the State of Delaware shall govern all issues concerning or, in the relative rights event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the federal courts of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation United States of this Agreement shall be governed by the internal laws of America located in the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New YorkDelaware. Each party hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the state and Court of Chancery of the State of Delaware or federal courts sitting of the United States of America located in the City State of New York, for the adjudication Delaware in respect of any dispute hereunder legal action, suit or in connection herewith proceeding arising out of or therewith, relating to this Agreement or with any transaction the transactions contemplated hereby or discussed herein, and hereby irrevocably (ii) waives, and agrees not to assert assert, as a defense in any suitsuch action, action suit or proceeding, any claim that it is not subject personally subject to the jurisdiction of any such courtcourts, that such suitits property is exempt or immune from attachment or execution, action that the action, suit or proceeding is brought in an inconvenient forum or forum, that the venue of action, suit or proceeding is improper or that this Agreement or the transactions contemplated hereby may not be enforced in or by such suitcourts. (c) To the fullest extent permitted by law, each party hereto agrees that notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement shall be properly served or delivered if delivered in the manner contemplated by Section 10. (d) The consents to jurisdiction set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 and shall not be deemed to confer rights on any person other than the parties hereto. The parties hereto agree that a final judgment in any such action or proceeding is improper. Each party hereby irrevocably waives personal service of process shall be conclusive and consents to process being served may be enforced in other jurisdictions by suit on the judgment or in any such suit, action or proceeding other manner provided by mailing a copy thereof to such party at the address for such 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 manner permitted by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect to any choice applicable principles of law or conflict of law laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or rule based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any Party or any of its Affiliates or against any Party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of New York or any other jurisdictions) Delaware (Complex Commercial Division); provided, further, that would cause if subject matter jurisdiction over the application matter that is the subject of the laws Action is vested exclusively in the federal courts of any jurisdictions other than the State United States of New YorkAmerica, such Action shall be heard in the United States District Court for the District of Delaware. Each party Consistent with the preceding sentence, each of the Parties hereby irrevocably (i) submits to the exclusive jurisdiction of the state and federal such courts sitting in the City of New York, for the adjudication purpose of any dispute hereunder Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service of process will be validly effected by sending notice in connection herewith or therewith, or accordance with any transaction contemplated hereby or discussed herein, and hereby Section 7.5; (iii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any suit, action or proceedingsuch Action, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suitits property is exempt or immune from attachment or execution, action or proceeding that the Action is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding the Action is improper. Each party hereby irrevocably waives personal service , or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of process the above named courts; and consents (iv) agrees not to process being served in move to transfer any such suit, action or proceeding by mailing Action to a copy thereof to such party at court other than any of the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYabove-named courts.

Governing Law; Consent to Jurisdiction. The corporate laws of (a) This Agreement and the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement parties hereunder shall be governed in all respects by the internal laws of the State of New YorkYork wherein the terms of this Agreement were negotiated, without giving effect excluding to the greatest extent permitted by law any choice rule of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions jurisdiction other than the State of New York. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or United States Federal court sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising our of or relating to this Agreement or any of the other Transaction Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such United States Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the right that any party hereby may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Transaction Documents in the courts of any other jurisdiction. (c) Each of the parties hereto irrevocably submits and unconditionally waives, to the exclusive jurisdiction fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of the state and federal courts sitting in the City venue of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, proceeding arising out of or in relation to this Agreement or any claim that other Transaction Document to which it is not personally subject a party in any such New York State or United States Federal court sitting in New York City. Each of the parties hereto hereby irrevocably waives, to the jurisdiction fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware Nevada shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the State United States of Delaware shall govern all issues concerning America located in the relative rights of the Company City and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State County of New York, without giving effect to any choice of law York or conflict of law provision or rule (whether the courts of the State of New York or any other jurisdictions) that would cause in each case located in the application of the laws of any jurisdictions other than the State City and County of New York. Each York (collectively, the “Specified Courts”), and each party hereby irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding, as to which such jurisdiction is non-exclusive) of the state Specified Courts in any Related 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 Related Proceeding brought in any Specified Court. The parties irrevocably and federal courts sitting unconditionally waive any objection to the laying of venue of any Specified Proceeding in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, Specified Courts and hereby irrevocably waives, and agrees unconditionally waive and agree not to assert plead or claim in any suit, action or proceeding, Specified Court that any claim that it is not personally subject to the jurisdiction of Related Proceeding brought in any such court, that such suit, action or proceeding is Specified Court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYforum.

Governing Law; Consent to Jurisdiction. The corporate (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning without giving effect to the relative rights principles of conflicts of law. Each of the Company parties hereto hereby irrevocably and its shareholders. All other questions concerning unconditionally consents to submit to the construction, validity, enforcement and interpretation exclusive jurisdiction in the Court of this Agreement shall be governed by the internal laws Chancery of the State of New York, without giving effect to Delaware or any choice court of law or conflict of law provision or rule (whether of the United States located in the State of New York Delaware, for any action, proceeding or investigation in any other jurisdictionscourt or before any governmental authority (“Litigation”) that would cause arising out of or relating to this Agreement and the application transactions contemplated hereby. Each of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitsuch Litigation, action or proceedingthe defense of sovereign immunity, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 6.12, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 to the fullest extent permitted by applicable law, that the Litigation in any such suit, action or proceeding court is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding Litigation is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party hereby of the parties irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of process and consents or relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement or the transactions contemplated hereby. (b) Each of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and agrees of the United States of America; provided that such consent by Xxxxxxx Xxxxx and BlackRock to jurisdiction and service contained in this Section 6.12 is solely for the purpose referred to in this Section 6.12 and shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall not be deemed to limit be a general submission to said courts or in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe State of Delaware other than for such purpose.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement (i) This Guaranty shall be governed by by, and construed and enforced in accordance with, the internal laws of the State of New YorkYork (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, without giving effect to any but excluding all other choice of law or conflict and conflicts of law provision or rule rules). (whether ii) The Guarantor irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of courts of the State of New York or any other jurisdictions) that would cause the application sitting in New York County and of the laws of any jurisdictions other than United States District Court for the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City Southern District of New York, and any appellate court thereof, in any action or proceeding arising out of or relating to this Guaranty or any other Credit Document, or for the adjudication recognition or enforcement of any dispute hereunder judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in connection herewith any other manner provided by law. Nothing in this Guaranty or therewithin any other Credit Document shall affect any right that any Guaranteed Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Credit Document against the Guarantor or its properties in the courts of any jurisdiction. (iii) The Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or with hereafter have to the laying of venue of any transaction contemplated hereby action or discussed herein, and proceeding arising out of or relating to this Guaranty or any other Credit Document in any court referred to in Section 1.13(ii). Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any suitthe fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding, any claim that it is not personally subject to the jurisdiction of proceeding in any such court, that . (iv) Each of the parties hereto hereby irrevocably consents to service of process in any such suit, action or proceeding is brought in an inconvenient forum or the manner provided for notices in Section 1.15, and irrevocably agrees that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process so made shall be effective and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to binding upon such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofin every respect. Nothing contained herein in this Section shall be deemed to limit in affect the right of any way any right party to serve legal process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate (a) This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning Delaware. The parties hereto agree that any suit, action or proceeding (“Litigation”) seeking to enforce any provision of, or based on any matter arising out of or in connection with, the relative rights of Agreement or this Amendment or the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement transactions contemplated thereby or hereby shall be governed by the internal laws of brought in any federal court located in the State of New York, without giving effect to Delaware or any choice of law or conflict of law provision or rule (whether Delaware state court. Each of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitsuch Litigation, action or proceedingthe defense of sovereign immunity, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 2.04, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 to the fullest extent permitted by applicable law, that the Litigation in any such suit, action or proceeding court is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding Litigation is improper, or that this Amendment, or the subject matter hereof, may not be enforced in or by such particular courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party hereby of the parties irrevocably waives personal and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to the Agreement or this Amendment or the transactions contemplated thereby or hereby. (b) Each of the parties hereto irrevocably consents to the service of process and consents to process being served out of any of the aforementioned courts in any such suitLitigation by the mailing of copies thereof by registered mail, action or proceeding by mailing a copy thereof postage prepaid, to such party at its address set forth in the address for Agreement, such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process to be effective upon acknowledgment of receipt of such registered mail. (c) The parties hereto each expressly acknowledge that the foregoing waivers are intended to be irrevocable under the laws of the State of Delaware and notice thereof. Nothing of the United States of America; provided that consent by the parties hereto to jurisdiction and service contained herein in this Section 2.04 solely for the purpose referred to in this Section 2.04 and shall not be deemed to limit be a general submission to said courts or in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe State of Delaware other than for such purpose.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholdersstockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Delaware or any other jurisdictionsjurisdiction) that would cause the application of the laws of any jurisdictions jurisdiction other than the State of New YorkDelaware. Each party of the parties hereby irrevocably submits agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (collectively with Delaware Court of Chancery, the “Delaware Courts”). Each of the parties hereto further agrees not to commence any litigation relating to this Agreement except in the Delaware Courts, waives any objection to the exclusive jurisdiction laying of the state and federal courts sitting venue of any such litigation in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, Delaware Courts and agrees not to assert plead or claim in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, Delaware Court that such suit, action or proceeding is litigation brought therein has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by lawforum. EACH PARTY HEREBY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY THE RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY MATTER ARISING OUT OF THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY DEFENSE OR OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY TRANSACTION CONTEMPLATED HEREBYPROCEEDING UNDER THIS AGREEMENT BROUGHT IN THE DELAWARE COURTS AND ANY CLAIM THAT ANY PROCEEDING UNDER THIS AGREEMENT BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Governing Law; Consent to Jurisdiction. The corporate (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning without giving effect to the relative rights principles of conflicts of law. Each of the Company parties hereto hereby irrevocably and its shareholders. All other questions concerning unconditionally consents to submit to the construction, validity, enforcement and interpretation exclusive jurisdiction in the Court of this Agreement shall be governed by the internal laws Chancery of the State of New York, without giving effect to Delaware or any choice court of law or conflict of law provision or rule (whether of the United States located in the State of New York Delaware, for any action, proceeding or investigation in any other jurisdictionscourt or before any governmental authority (“Litigation”) that would cause arising out of or relating to this Agreement and the application transactions contemplated hereby. Each of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitsuch Litigation, action or proceedingthe defense of sovereign immunity, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 7.10, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 to the fullest extent permitted by applicable law, that the Litigation in any such suit, action or proceeding court is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding Litigation is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party hereby of the parties irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of process and consents or relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement or the transactions contemplated hereby. (b) Each of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and agrees of the United States of America; provided that such consent by Sellers and Open Lending to jurisdiction and service contained in this Section 7.10 is solely for the purpose referred to in this Section 7.10 and shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall not be deemed to limit be a general submission to said courts or in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe State of Delaware other than for such purpose.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New Yorkthereof. Each party hereby irrevocably submits to agrees that all proceedings concerning the exclusive jurisdiction interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, employees or agents) may be commenced non-exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan, (the “New York Courts”). Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courtNew York Court, or that such suit, action or proceeding is brought has been commenced in an improper or inconvenient forum or that the venue of such suit, action or proceeding is improperforum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in 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 such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereto hereby irrevocably waives, AND AGREES NOT TO REQUESTto the fullest extent permitted by applicable law, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany and all right to trial by jury in any proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its attorney’s reasonable fees and other costs and expenses incurred with the investigation, preparation and prosecution of such proceeding.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement This letter agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect regard to any choice conflicts of law or conflict laws principles thereof. For the purposes of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding between any of the parties hereto arising out of this letter agreement, any claim that it is not personally subject each party irrevocably submits to the jurisdiction of any such the United States District Court for the Eastern District of Pennsylvania, and, in the event there is no subject matter jurisdiction over this dispute in federal court, that then to the jurisdiction of the Court of Common Pleas of Berks County. Each party agrees to commence any suit, action or proceeding between any of the parties hereto arising out of this letter agreement or any transaction contemplated hereby in the United States District Court for the Eastern District of Pennsylvania, and, in the event such suit, action or other proceeding may not be brought in federal court, then each party agrees to commence such suit, action or proceeding is brought in an inconvenient forum or that the Court of Common Pleas of Berks County. Each party irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding between any of the parties hereto arising out of this letter agreement or any transaction contemplated hereby in (i) the United States District Court for the Eastern District of Pennsylvania, and in (ii) the Court of Common Pleas of Berks County. Each party hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any of the aforementioned courts that any such suit, action or proceeding is improperhas been brought in an inconvenient forum. Each party hereby further irrevocably waives personal consents to the service of process out of any of the aforementioned courts in any such suit, action or other proceeding, whether under this letter agreement or the Exchange Agreement, by the mailing of copies thereof by registered mail to such party at its address set forth in this letter agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 3 shall affect the right of any party to serve legal process in any other manner permitted by law. The consent to jurisdiction set forth in this Section 3 shall not constitute a general consent to service of process in the Commonwealth of Pennsylvania and consents to process being served shall have no effect for any purpose except as provided in this Section 3. The parties agree that a final judgment in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way any right to serve process in any other manner permitted provided by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be construed in accordance with and governed by the internal laws of the State of New YorkDelaware, without giving effect to any choice the principles of law or conflict conflicts of law provision or rule (whether laws. Each of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits and unconditionally consents to submit to the exclusive jurisdiction of the state and federal courts sitting Court of Chancery of the State of Delaware in Wilmington, Delaware or, if exclusive jurisdiction of such matter is vested in the City Federal courts, any Federal court located in the State of New YorkDelaware, for any action, proceeding or investigation in any court or before any governmental authority (“Litigation”) arising out of or relating to this Agreement and the adjudication transactions contemplated hereby and further agrees that service of any dispute hereunder process, summons, notice or document by U.S. mail to its respective address set forth in connection herewith this Agreement shall be effective service of process for any Litigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation arising out of this Agreement or therewith, or with any transaction the transactions contemplated hereby or discussed hereinin the Court of Chancery of the State of Delaware in Wilmington, Delaware or, if exclusive jurisdiction of such matter is vested in the Federal courts, any Federal court located in the State of Delaware, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such court, that Litigation brought in any such suit, action or proceeding is court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperforum. Each party hereby of the parties irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of process and consents or relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYor the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction. The corporate (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning without giving effect to the relative rights principles of conflicts of law. Each of the Company parties hereto hereby irrevocably and its shareholders. All other questions concerning unconditionally consents to submit to the construction, validity, enforcement and interpretation exclusive jurisdiction in the Court of this Agreement shall be governed by the internal laws Chancery of the State of New York, without giving effect to Delaware or any choice court of law or conflict of law provision or rule (whether of the United States located in the State of New York Delaware, for any action, proceeding or investigation in any other jurisdictionscourt or before any governmental authority (“Litigation”) that would cause arising out of or relating to this Agreement and the application transactions contemplated hereby. Each of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitsuch Litigation, action or proceedingthe defense of sovereign immunity, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 7.10, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 to the fullest extent permitted by applicable law, that the Litigation in any such suit, action or proceeding court is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding Litigation is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party hereby of the parties irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of process and consents or relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement or the transactions contemplated hereby. (b) Each of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and agrees of the United States of America; provided that such consent by PNC and BlackRock to jurisdiction and service contained in this Section 7.10 is solely for the purpose referred to in this Section 7.10 and shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall not be deemed to limit be a general submission to said courts or in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe State of Delaware other than for such purpose.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, as applied to agreements among New York residents entered into and to be performed entirely within New York without giving effect to any the choice of law or conflict provisions. The prevailing party shall be awarded its costs, including attorneys' fees, from the non-prevailing party as part of law provision or rule an award. Any party shall have the right to seek injunctive relief from any court of competent jurisdiction in any case where such relief is available. The prevailing party in such injunctive action shall be awarded its costs, including attorney's fees, from the non-prevailing party. (whether b) The parties hereby submit to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City in any legal action or proceeding for injunctive or other equitable relief and in any other jurisdictions) that would cause the application of the laws action or proceeding seeking enforcement of any jurisdictions other than the State of New Yorkdecision or award rendered pursuant to Section 9.9(a) above. Each party hereby The parties further consents that any such action or proceeding may be brought in such court and irrevocably submits and unconditionally waives any objection it may now or hereafter have to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication venue of any dispute hereunder such action or proceeding in connection herewith such court or therewith, that such action or with proceeding was brought in an inconvenient court or that such court does not have any transaction contemplated hereby or discussed herein, and hereby irrevocably waivesjurisdiction over it, and agrees not to assert in any suit, action plead or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by lawsame. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY RIGHT IT MAY HAVE, AND AGREES NOT LEGAL ACTION OR PROCEEDING RELATING TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR AND FOR ANY TRANSACTION CONTEMPLATED HEREBYCOUNTERCLAIM THEREIN.

Governing Law; Consent to Jurisdiction. The corporate (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning the relative rights applicable to contracts made and to be performed entirely in such State. Each of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits and unconditionally consents to submit to the exclusive jurisdiction of the state Court of Chancery of the State of Delaware located in New Castle County and federal the courts sitting of the United States of America located in the City District of New YorkDelaware, for any action, proceeding or investigation in any court or before any Governmental Entity (“Litigation”) arising out of or relating to this Agreement and the adjudication transactions contemplated hereby. Each of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitsuch Litigation, action or proceedingthe defense of sovereign immunity, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 9.09, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 to the fullest extent permitted by applicable law, that the Litigation in any such suit, action or proceeding court is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding Litigation is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party hereby of the parties irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of process and consents or relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 or the transactions contemplated hereby. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed consent by any party to limit jurisdiction in any way litigation initiated, or service of process, by any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYperson who is not a party hereto.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the constructionTHIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, validityAND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New YorkTHE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES TO THE CONTRARY. Each party Party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed hereinhereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party Party at the address in effect for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate (a) This Agreement and the legal relations among the parties hereto shall be governed by and interpreted in accordance with, the laws of the State of Delaware Illinois applicable to agreements made and to be performed entirely within such State. (b) Until the entry of an order either closing or dismissing the Bankruptcy Case, each party hereto (i) irrevocably elects as the sole judicial forum for the adjudication of any matters arising under or in connection with the Agreement, and consent to the exclusive jurisdiction of, the Bankruptcy Court; (ii) expressly waives any defense or objection to jurisdiction or venue based on the doctrine of forum non-conveniens; and (iii) stipulates that the Bankruptcy Court shall govern all issues concerning have in personam jurisdiction and venue over such party. (c) After the relative rights entry of an order either closing or dismissing the Company and its shareholders. All other questions concerning the constructionBankruptcy Case, validity, enforcement and interpretation of each party to this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of any Illinois state or federal court sitting or located in Xxxx County, Illinois (an “Illinois Court”) in any Action arising out of or relating to this Agreement or the state other Acquisition Documents, and federal courts sitting each such party hereby irrevocably agrees that all claims in respect of such Action shall be heard and determined in such Illinois Court. Each party, to the City extent permitted by applicable Laws, hereby expressly waives any defense or objection to jurisdiction or venue based on the doctrine of New Yorkforum non conveniens, and stipulates that any Illinois Court shall have in personam jurisdiction and venue over such party for the adjudication purpose of litigating any dispute hereunder or controversy between the parties arising out of or related to this Agreement or the other Acquisition Documents. In the event any party shall commence or maintain any Action arising out of or related to this Agreement in connection herewith a forum other than an Illinois Court, the other party shall be entitled to request the dismissal or therewith, or with any transaction contemplated hereby or discussed hereinstay of such Action, and hereby irrevocably waives, and agrees not each such party stipulates for itself that such Action shall be dismissed or stayed. To the extent that any party to assert in this Agreement has or hereafter may acquire any suit, action or proceeding, any claim that it is not personally subject to the immunity from jurisdiction of any Illinois Court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, each such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal such immunity. (d) After the entry of an order either closing or dismissing the Bankruptcy Case, each party irrevocably consents to the service of process and consents to process being served of any of the Illinois Courts in any such suitAction by any means permitted by the rules applicable in such Illinois Court including, action if permissible, personal delivery of the copies thereof or proceeding by the mailing a copy of the copies thereof to such party at the address for such notices by certified mail, return receipt requested, postage prepaid, to it under this Agreement and agrees that as its address specified in accordance with Section 13.5 above, such service shall constitute good and sufficient service to become effective upon the earlier of process and notice thereof. Nothing contained herein shall be deemed to limit in (i) the date ten (10) calendar days after such mailing or (ii) any way any right to serve process in any manner earlier date permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYapplicable Law.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware shall govern all issues concerning the relative rights Delaware, regardless of the Company and its shareholderslaws that might otherwise govern under applicable principles of conflicts of laws thereof. All other questions concerning Each of the constructionparties hereto irrevocably agrees that any action, validity, enforcement and interpretation suit or proceeding arising out of this Agreement or the transactions contemplated hereby and the rights and obligations arising hereunder, shall be governed by brought and determined exclusively in the internal laws Delaware Court of Chancery, or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any Federal court within the State of New YorkDelaware, without giving effect to any choice or, if both the Delaware Court of law or conflict of law provision or rule (whether of Chancery and the Federal courts within the State of New York or Delaware decline to accept jurisdiction over a particular matter, any other jurisdictions) that would cause the application of the laws of any jurisdictions other than state court within the State of New YorkDelaware, and, in each case, any appellate court therefrom. Each party hereby irrevocably submits In addition, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the state and federal courts sitting such court in the City of New York, for the adjudication of event any dispute hereunder arises out of this Agreement or in connection herewith the transactions contemplated hereby, (b) agrees that it will not attempt to deny or therewithdefeat such personal jurisdiction by motion or other request for leave from any such court, or with any transaction contemplated hereby or discussed herein, (c) irrevocably and hereby irrevocably waives, unconditionally waives (and agrees not to assert plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in any such court or that any such action, suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in such court has been brought in an inconvenient forum or forum, (d) agrees that the venue of such suitit will not bring any action, action suit or proceeding is improperarising out of this Agreement or the transactions contemplated hereby in any court other than any such court and (e) agrees that each of the other parties hereto will have the right to bring any action, suit or proceeding for enforcement of a judgment entered by such court. Each party hereby irrevocably waives personal service of process and consents to process being served hereto agrees that a final judgment in any such suitaction, action suit or proceeding by mailing a copy thereof to any such party at court will be conclusive and may be enforced in other jurisdictions by suit on the address for such 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 Judgment or in any way any right to serve process in any other manner permitted provided by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYapplicable Law.

Governing Law; Consent to Jurisdiction. (a) The corporate laws parties acknowledge and agree that this Agreement constitutes a contract pertaining to a transaction covering in the aggregate not less than $1,000,000 and that their choice of law and choice of jurisdiction specified below have been made pursuant to and in accordance with Sections 5-1401 and 5-1402, respectively, of the State of Delaware shall govern all issues concerning New York General Obligations Law. Accordingly, the relative rights of the Company parties acknowledge and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of agree that this Agreement shall be governed by the internal laws of the State of New York, as to all matters including matters of validity, construction, effect, performance and liability, without giving effect consideration of conflicts of laws provisions contained therein, and any New York State or Federal Court sitting in New York County shall have exclusive jurisdiction of all disputes with respect to an alleged breach of any choice representation, warranty, agreement or covenant of law this Agreement, including, but not limited to, any dispute relating to the construction or conflict of law provision or rule (whether interpretation of the State of New York or any other jurisdictions) that would cause the application of the laws rights and obligations of any jurisdictions other than the State of New York. Each party party. (b) The parties hereby irrevocably submits and unconditionally submit to the exclusive jurisdiction of the state and federal courts any New York State or Federal court sitting in New York County in any action or proceeding commenced by the City other party or to which such party is a party arising out of New York, for the adjudication of or relating to this Agreement or any dispute hereunder Related Document or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and thereby. The parties hereby irrevocably waiveswaive, and agrees not to assert in any suitthe fullest extent they may effectively do so under applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding, any claim that it is not personally subject . The parties also irrevocably and unconditionally consent to the jurisdiction service of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of and all process and consents to process being served in any such suit, action or proceeding by the mailing a copy thereof of copies of such process by overnight courier to such party and its counsel at their respective addresses specified in Section 11.1. The parties further irrevocably and unconditionally agree that a final judgment in any such action or proceeding (after exhaustion of all appeals or expiration of the address time for such 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 appeal) shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way any right to serve process in any other manner permitted provided by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws (a) This Agreement and the transactions contemplated hereby, and all disputes between the Parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by, and construed in accordance with, the Laws of the State of Delaware shall govern all issues concerning applicable to contracts executed in and to be performed entirely within such State, without regard to conflict of law principles that would result in the relative rights application of any Laws other than the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether Delaware. Each of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party Parties to this Agreement hereby irrevocably submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any Delaware State court, or Federal court of the state United States of America, sitting within the State of Delaware, and federal courts sitting any appellate court from any thereof, in any Action arising out of or relating to this 63 Agreement, the City of New York, for the adjudication of any dispute hereunder or agreements delivered in connection herewith or therewithwith this Agreement, or with any transaction the transactions contemplated hereby or discussed hereinthereby, or for recognition or enforcement of any judgment relating thereto, and each of the Parties to this Agreement hereby irrevocably waives, and unconditionally (i) agrees not to assert commence any such Action except in any suit, action or proceeding, such courts; (ii) agrees that any claim that it is not personally subject to the jurisdiction in respect of any such Action may be heard and determined in such Delaware State court or, to the extent permitted by Law, in such Federal court; (iii) waives, that to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such suitAction in any such Delaware State or Federal court; and (iv) waives, action or proceeding is brought in to the fullest extent permitted by Law, the defense of an inconvenient forum or that to the venue maintenance of such suit, action Action in any such Delaware State or proceeding is improperFederal court. Each party of the Parties to this Agreement hereby agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each of the Parties to this Agreement hereby irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 10.3. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service affect the right of process and notice thereof. Nothing contained herein shall be deemed any Party to limit in any way any right this Agreement to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEapplicable Law. (b) Buyer Parent hereby irrevocably designates, AND AGREES NOT TO REQUESTappoints, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYauthorizes and empowers as agent for service of process, Parent, to accept, for and on behalf of Buyer Parent, service of any and all process, notices or other documents that may be served in any Action relating hereto in any Delaware State or Federal court sitting in the State of Delaware.

Governing Law; Consent to Jurisdiction. The corporate laws THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. To the fullest extent permitted by applicable law, each of the State of Delaware shall govern all issues concerning Issuers and the relative rights of Guarantors hereby irrevocably submit to the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws jurisdiction of any jurisdictions other than the Federal or State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting court located in the Borough of Manhattan in The City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert New York in any suit, action or proceeding, proceeding based on or arising out of or relating to this Indenture or any claim Notes and irrevocably agrees that it is not personally subject to the jurisdiction all claims in respect of such suit or proceeding may be determined in any such court. Each of the Issuers and the Guarantors irrevocably waive, that to the fullest extent permitted by law, any objection which they may have to the laying of the venue of any such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperforum. Each party of the Issuers and the Guarantors hereby irrevocably waives personal service of process and consents to process being served agree that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon each of the Issuers and the Guarantors, and may be enforced in any courts to the jurisdiction of which the Issuers and the Guarantors are subject by mailing a copy thereof to suit upon such party at the address for such notices to it under this Agreement and agrees judgment, provided, that such service shall constitute good and sufficient service of process is effected upon the Issuers and notice thereof. Nothing contained the Guarantors in a manner specified herein shall be deemed to limit in any way any right to serve process in any manner or as otherwise permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware shall govern all issues concerning the relative rights Delaware, regardless of the Company and its shareholderslaws that might otherwise govern under applicable principles of conflicts of laws thereof. All other questions concerning Each of the constructionparties hereto irrevocably agrees that any action, validity, enforcement and interpretation suit or proceeding arising out of this Agreement or any Transaction and the rights and obligations arising hereunder, shall be governed by brought and determined exclusively in the internal laws Delaware Court of Chancery, or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any Federal court within the State of New YorkDelaware, without giving effect to any choice or, if both the Delaware Court of law or conflict of law provision or rule (whether of Chancery and the Federal courts within the State of New York or Delaware decline to accept jurisdiction over a particular matter, any other jurisdictions) that would cause the application of the laws of any jurisdictions other than state court within the State of New YorkDelaware, and, in each case, any appellate court therefrom. Each party hereby irrevocably submits In addition, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the state and federal courts sitting such court in the City of New York, for the adjudication of event any dispute hereunder arises out of this Agreement or any Transaction and agrees to service being made through the notice procedures set forth in connection herewith Section 11.02, (b) agrees that it will not attempt to deny or therewithdefeat such personal jurisdiction by motion or other request for leave from any such court, or with any transaction contemplated hereby or discussed herein, (c) irrevocably and hereby irrevocably waives, unconditionally waives (and agrees not to assert plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or any Transaction in any such court or that any such action, suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in such court has been brought in an inconvenient forum or forum, (d) agrees that the venue of such suitit will not bring any action, action suit or proceeding is improperarising out of this Agreement or any Transaction in any court other than any such court and (e) agrees that each of the other parties will have the right to bring any action, suit or proceeding for enforcement of a judgment entered by such court. Each party hereby irrevocably waives personal service of process Parent, BEPC, Acquisition Sub, the Company and consents to process being served the New York Company agrees that a final judgment in any such suitaction, action suit or proceeding by mailing a copy thereof to any such party at court will be conclusive and may be enforced in other jurisdictions by suit on the address for such 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 Judgment or in any way any right to serve process in any other manner permitted provided by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYapplicable Law.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company This Agreement is made pursuant to, and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by construed and enforced in accordance with, the internal laws of the State Commonwealth of Pennsylvania (and United States federal law, to the extent applicable), irrespective of the principal place of business, residence or domicile of the parties hereto, and without giving effect to otherwise applicable principles of conflicts of law. Any legal action, suit or proceeding arising out of or relating to this Agreement which is brought by Buyer shall be instituted in a court in the Eastern District of Pennsylvania, and each party waives any objection which such party may now or hereafter have to the laying of the venue of any such action, suit or proceeding in, and irrevocably submits to the jurisdiction of, any such court. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any party if made by certified or registered mail, or by a nationally recognized overnight courier, directed to Seller or Buyer, as the case may be, at the address provided for herein and service so made shall be deemed to be completed upon actual receipt thereof, or the next day following deposit of such notice with a nationally recognized overnight courier. Any legal action, suit or proceeding arising out of or relating to this Agreement which is brought by Seller shall be instituted in a court in the Western District of New York, without giving effect and each party waives any objection which such party may now or hereafter have to any choice of law or conflict of law provision or rule (whether the laying of the State of New York or any other jurisdictions) that would cause the application of the laws venue of any jurisdictions other than the State of New York. Each party hereby such action, suit or proceeding in, and irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New Yorkof, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal Any and all service of process and consents to process being served any other notice in any such suitaction, action suit or proceeding shall be effective against any party if made by mailing certified or registered mail, or by a copy thereof nationally recognized overnight courier, directed to such party Seller or Buyer, as the case may be, at the address provided for such notices to it under this Agreement herein and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein so made shall be deemed to limit in be completed upon actual receipt thereof, or the next day following deposit of such notice with a nationally recognized overnight courier. Nothing herein contained shall be deemed to affect the right of any way any right party to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate This letter agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this letter agreement, or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect to any choice of law or conflict of law laws provision or rule (whether of the State of New York Delaware or any other jurisdictionsjurisdiction) that would cause the application of the laws Laws of any jurisdictions jurisdiction other than the State of New YorkDelaware. Each party of the parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the state and Delaware Court of Chancery, any other court of the State of Delaware or any federal courts court sitting in the City State of New York, for Delaware in the adjudication of event any dispute hereunder arises out of this letter agreement or the transactions contemplated by this letter agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this letter agreement or the transactions contemplated by this letter agreement in connection herewith any court other than the Delaware Court of Chancery, any other court of the State of Delaware or therewithany federal court sitting in the State of Delaware, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably (iv) waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assert in the laying of venue of any suit, action or proceeding, proceeding arising out of or relating to this letter agreement and (v) agrees that each of the other parties shall have the right to bring any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought for enforcement of a judgment entered by the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in an inconvenient forum or the State of Delaware. Each party hereto agrees that the venue of such suit, a final judgment in any action or proceeding is impropershall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each party hereby hereto irrevocably waives personal consents to the service of process and consents outside the territorial jurisdiction of the courts referred to process being served in this Section 6 in any such suit, action or proceeding by mailing copies thereof by registered or certified U.S. mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 8. However, the foregoing shall not limit the right of a copy thereof party to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient effect service of process and notice thereof. Nothing contained herein shall be deemed to limit in on the other party by any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYother legally available method.

Governing Law; Consent to Jurisdiction. The corporate laws Waiver of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders------------------------------------------------- Jury Trial. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance ---------- with, the internal laws of the State of New York, York without giving effect regard to any the choice of law or conflict of law provision or rule (whether principles thereof. Each of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in of the City State of New York, York located in New York County and the United States District Court for the adjudication Southern District of New York for the purpose of any dispute hereunder suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served court in any such suit, action or proceeding by mailing a copy thereof and to the laying of venue in such court. Each party at hereto irrevocably waives any objection to the address for laying of venue of any such notices to it under this Agreement suit, action or proceeding brought in such courts and agrees irrevocably waives any claim that any such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit suit, action or proceeding brought in any way any right to serve process such court has been brought in any manner permitted by lawan inconvenient forum. EACH PARTY HEREBY IRREVOCABLY OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, REQUEST A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF LITIGATION WITH RESPECT TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice conflicts of law principles of such state. Any judicial proceeding brought by or conflict of law provision or rule (whether against Borrower with respect to any of the State of New York Obligations, this Agreement or any other jurisdictions) that would cause the application related agreement may be brought in any court of the laws of any jurisdictions other than competent jurisdiction in the State of New York; provided that any judicial proceeding by Borrower against the Lenders involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in the County of New York, State of New York. Each party hereby irrevocably submits to By execution and delivery of this Agreement, Borrower accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the state aforesaid courts, and federal courts sitting in the City of New York, for the adjudication of irrevocably agrees to be bound by any dispute hereunder or judgment rendered thereby in connection herewith or therewith, or with any transaction contemplated this Agreement. Borrower hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of any and all process upon it and consents to process being served in any that all such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process may be made by registered mail (return receipt requested) directed to Borrower at its address set forth in Section 13.4 and notice thereof. Nothing contained herein service so made shall be deemed to limit completed five (5) days after the same shall have been so deposited in any way any the mails of the United States of America. Nothing herein shall affect the right to serve process in any manner permitted by lawlaw or shall limit the right of the Lenders to bring proceedings against Borrower in the courts of any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYBorrower waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.

Governing Law; Consent to Jurisdiction. The corporate This Agreement will be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect regard to any choice the principles of law or conflict conflicts of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New Yorkthereof. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the any New York state and or federal courts court sitting in the City of New York, for Borough of Manhattan (collectively, the adjudication "Courts") in respect of any dispute hereunder action, claim, suit, investigation or in connection herewith proceeding (including, without limitation, an investigation or therewithpartial proceeding), whether commenced or with any transaction contemplated hereby threatened, arising out of or discussed hereinrelating to this Agreement, and hereby irrevocably waivesaccepts for itself and in respect of its Contributed Interests and any Kramont Common OP Units acquired by it, generally and agrees not unconditionally, jurisdiction to assert the Courts. The parties hereto irrevocably waives to the fullest extent it may effectively do so under applicable law any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in any suit, action or proceeding, Court and any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in any Court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperforum. Each party hereby irrevocably waives waives, to the fullest extent permitted by law, personal service of process and consents to process being served in any such suit, action or proceeding by mailing receiving a copy thereof sent to such party at the address in effect for such 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 manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT ALL RIGHTS TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY ACTION ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAGREEMENT.

Governing Law; Consent to Jurisdiction. The corporate laws THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS THEREOF BUT OTHERWISE WITHOUT REGARD TO THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW. Each Guarantor irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether courts of the State of New York or any other jurisdictions) that would cause the application sitting in New York County and of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction United States District Court of the state and federal courts sitting in the City Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty, or for the adjudication recognition or enforcement of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed hereinjudgment, and hereby each of the parties hereto irrevocably waives, and unconditionally agrees not to assert that all claims in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction respect of any such court, that such suit, action or proceeding is brought may be heard and determined in an inconvenient forum or such New York State court or, to the fully extent permitted by applicable law, in such Federal court. Each Guarantor agrees that the venue of a final judgment in any such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process shall be conclusive and consents to process being served may be enforced in other jurisdictions by suit on the judgment or in any such suit, other manner provided by law. Nothing in this Guaranty shall affect any right that the Agent or any Lender may otherwise have to bring any action or proceeding by mailing a copy thereof relating to such party at this Guaranty against any Guarantor or its properties in the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service courts of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYjurisdiction.

Governing Law; Consent to Jurisdiction. The corporate laws of All matters relating to this Agreement or the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the breach, interpretation, construction, validity, termination and enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal domestic laws of the State of New York, Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Delaware or any other jurisdictionsjurisdiction) that would cause the application of the laws Laws of any jurisdictions jurisdiction other than the State of New YorkDelaware. Each party Subject to Sections 1.04, 1.05, 6.02 and 11.11 herein, and the alternative dispute resolution provisions contained therein, each of the Parties hereby irrevocably submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any Delaware State court in New Castle County, or Federal court of the state and federal courts United States of America, sitting within New Castle County in the City State of New YorkDelaware, for and any respective appellate court, in any action or proceeding arising out of or relating to this Agreement, the adjudication of any dispute hereunder or agreements delivered in connection herewith or therewithwith this Agreement, or with any transaction the transactions contemplated hereby or discussed hereinthereby, or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably waives, and unconditionally (i) agrees not to assert in commence any suit, such action or proceeding, proceeding except in such courts; (ii) agrees that any claim that it is not personally subject to the jurisdiction in respect of any such court, that such suit, action or proceeding is brought may be heard and determined in such Delaware State court or, to the extent permitted by applicable Law, in such Federal court; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or Federal court; and (iv) waives, to the fullest extent permitted by applicable Law, the defense of lack of personal jurisdiction or an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperin any such Delaware State or Federal court. Each party of the Parties hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each of the Parties hereby irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 11.02. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service affect the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right Party to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYapplicable Law.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule . (whether b) Each of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party parties hereby irrevocably submits consents to the exclusive personal jurisdiction of the state and federal courts sitting located in the City of New York County, New York, for the adjudication in any action, claim or other proceeding arising out of any dispute in connection with this Agreement, any rights or obligations hereunder or thereunder, or the performance of such rights and obligations. Each of the parties hereby irrevocably consents to the service of a summons and complaint and other process in any action, claim or proceeding brought by any other party hereto in connection herewith with this Agreement, any rights or therewithobligations hereunder, or with the performance of such rights and obligations, on behalf of itself or its property, in the manner specified in Section 16. Nothing in this Section 21 shall affect the right of any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not of the parties hereto to assert serve legal process in any suit, action other manner permitted by Applicable Law or proceeding, any claim that it is not personally subject to affect the jurisdiction right of any such court, that such suit, of the parties hereto to bring any action or proceeding is brought against any other party hereto or its properties in an inconvenient forum or that the venue courts of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. other jurisdictions. (c) EACH PARTY OF THE PARTIES HERETO HEREBY ACKNOWLEDGES IT IRREVOCABLY WAIVES ANY ITS RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF WITH RESPECT TO ANY DISPUTE HEREUNDER ACTION, CLAIM OR IN CONNECTION HEREWITH OR OTHER PROCEEDING ARISING OUT OF ANY JUDICIAL PROCEEDING, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT AGREEMENT, ANY RIGHTS OR ANY TRANSACTION CONTEMPLATED HEREBY.OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. [signatures appear on the following pages]

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware Nevada shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.. Name (Please Print) Name of Additional Purchaser Residence: Number and Street Address of Additional Purchaser City, State and Zip Code City, State and Zip Code Social Security Number Social Security Number

Governing Law; Consent to Jurisdiction. The corporate (i) This Voting Agreement and any disputes relating to or arising from this Voting Agreement, the other agreements contemplated hereby, any transaction contemplated hereby or thereby or the negotiation or performance of any of the foregoing (whether based on contract, tort, or otherwise) shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning Delaware, without regard to the relative rights conflicts of law rules of such State. Each of the Company parties hereto irrevocably waives any objections or immunities to the jurisdiction provided in this Section 5(g) to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and its shareholders. All other questions concerning execution) in any legal suit, action or proceeding against it arising out of or relating to this Voting Agreement or the construction, validity, enforcement and interpretation of this Agreement shall be governed by transactions contemplated hereby which is instituted in any such court. (ii) Each the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby parties hereto irrevocably submits to the exclusive jurisdiction of (a) the state Court of Chancery of the State of Delaware, New Castle County, (b) the United States District Court in Wilmington, Delaware, and federal courts sitting in (c) the City Superior Court of the State of Delaware, New YorkCastle County, for the adjudication purposes of any dispute hereunder suit, action or in connection herewith or therewithother proceeding arising out of this Voting Agreement, or with the other agreements contemplated hereby, any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action thereby or proceeding, any claim that it is not personally subject to the jurisdiction negotiation or performance of any such courtof the foregoing. Each of the parties hereto agrees to commence any action, that suit or proceeding relating hereto in the Court of Chancery of the State of Delaware, New Castle County and, if such suit, action or other proceeding is may not be brought in an inconvenient forum or that such court for jurisdictional reasons, in the venue of United States District Court in Wilmington, Delaware, and, if such suit, action or other proceeding is impropermay not be brought in such court for jurisdictional reasons, in the Superior Court of the State of Delaware, New Castle County. Each party of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Voting Agreement or the transactions contemplated hereby in (i) the Court of Chancery of the State of Delaware, New Castle County, (ii) the United States District Court in Wilmington, Delaware, or (iii) the Superior Court of the State of Delaware, New Castle County, and hereby further irrevocably and unconditionally waives personal service of process and consents agrees not to process being served plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties agree that a final trial court judgment in any such suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by mailing a copy thereof suit on the judgment or in any other manner provided by Applicable Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such party final trial court judgment. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to it at the address for such notices to it under this addresses set forth in Section 11.01 of the Merger Agreement and agrees that such service or on the applicable signature page hereto, as applicable, shall constitute good and sufficient be effective service of process and notice thereof. Nothing contained herein shall be deemed to limit for any litigation, suit, action or proceeding brought in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYcourt.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholdersNew York. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Agreement (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdictions) that would cause state and federal courts sitting in the application of the laws of any jurisdictions other than the State City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, County of New York for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of the Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in 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 such 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. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEIf either party shall commence an action or proceeding to enforce any provisions of the Agreement, AND AGREES NOT TO REQUESTthen the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYpreparation and prosecution of such action or proceeding.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause without giving effect to the application principles of conflicts of law thereof. Each of the laws parties hereto each hereby submits for the sole purpose of this Agreement and any jurisdictions other than the State of New York. Each party hereby irrevocably submits controversy arising hereunder to the exclusive jurisdiction of the state and federal courts sitting in the City State of New York. The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to JAMS, or its successor, for mediation, and if the adjudication of any dispute hereunder or in connection herewith or therewithmatter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to the clause set forth in Paragraph 4 below. The place of mediation/arbitration shall be New York, New York. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. 1. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. 2. The parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith and that they will share equally in its costs. 3. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any transaction contemplated hereby or discussed hereinof the parties, their agents, employees, experts and attorneys, and hereby irrevocably waivesby the mediator or any JAMS employees, are confidential, privileged and agrees not to assert inadmissible for any purpose, including impeachment, in any suitarbitration or other proceeding involving the parties, action provided that evidence that is otherwise admissible or proceeding, any claim that it is discoverable shall not personally subject be rendered inadmissible or non-discoverable as a result of its use in the mediation. 4. Either party may initiate arbitration with respect to the jurisdiction matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following 45 days from the date of any such courtfiling the written request for mediation, that such suit, action whichever occurs first (“Earliest Initiation Date”). The mediation may continue after the commencement of arbitration if the parties so desire. 5. At no time prior to the Earliest Initiation Date shall either side initiate an arbitration or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents litigation related to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of Paragraph 2 above. 6. All applicable statutes of limitation and agrees that such service shall constitute good and sufficient service defenses based upon the passage of process and notice thereof. Nothing contained herein time shall be deemed tolled until 15 days after the Earliest Initiation Date. The parties will take such action, if any, required to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYeffectuate such tolling.

Governing Law; Consent to Jurisdiction. The corporate laws (a) This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect regard to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) laws principles that would cause result in the application of the laws of any jurisdictions other than another jurisdiction. (b) Any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined exclusively in the Court of Chancery of the State of New YorkDelaware or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the federal courts of the United States of America located in the State of Delaware. Each party hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the state and Court of Chancery of the State of Delaware or federal courts sitting of the United States of America located in the City State of New York, for the adjudication Delaware in respect of any dispute hereunder legal action, suit or in connection herewith proceeding arising out of or therewith, or with any transaction contemplated hereby or discussed herein, relating to this Agreement and hereby irrevocably (ii) waives, and agrees not to assert assert, as a defense in any suitsuch action, action suit or proceeding, any claim that it is not subject personally subject to the jurisdiction of any such courtcourts, that such suitits property is exempt or immune from attachment or execution, action that the action, suit or proceeding is brought in an inconvenient forum or forum, that the venue of action, suit or proceeding is improper or that this Agreement or the transactions contemplated hereby may not be enforced in or by such suitcourts. (c) To the fullest extent permitted by law, each party hereto agrees that notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement shall be properly served or delivered if delivered in the manner contemplated by Section 6. (d) The consents to jurisdiction set forth in this Section 10 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 10 and shall not be deemed to confer rights on any person other than the parties hereto. The parties hereto agree that a final judgment in any such action or proceeding is improper. Each party hereby irrevocably waives personal service of process shall be conclusive and consents to process being served may be enforced in other jurisdictions by suit on the judgment or in any such suit, action or proceeding other manner provided by mailing a copy thereof to such party at the address for such 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 manner permitted by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (a) With respect to any suit, action or proceeding against it arising out of or relating to this Agreement, the Company irrevocably submits to the non-exclusive jurisdiction of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether courts of the State of New York or any other jurisdictions) that would cause and the application United States District Courts in each case located in the Borough of the laws of any jurisdictions other than the Manhattan, City and State of New York. Each party hereby In addition, the Company irrevocably submits waives any objection which is may now or hereafter have to the exclusive jurisdiction laying of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby brought in any such court and irrevocably waives personal any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) For purposes of any such suit, action or proceeding brought in any of the foregoing courts, the Company agrees to maintain an agent for service of process in the Borough of Manhattan, City and consents State of New York, at all times while any Securities shall be outstanding, and for that purpose the Company hereby irrevocably designates Xxxxxx, Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, c/o Xxxx Xxxxxxxx, Esq. and Xxxxxxx Xxx, Esq., as its agent to receive on its behalf service of process (with a copy of all such service of process to be delivered to Arch Capital Group Ltd. Xxxxxxxx Xxxxx, Xxxxxx Xxxxx, 000 Xxxxx Xxx Road, Pembroke HM 08 Bermuda, Attention: Chief Financial Officer) brought against it with respect to any such proceeding in any such court in the Borough of Manhattan, City and State of New York, such service being served hereby acknowledged by the Company to be effective and binding service on it in every respect whether or not the Company shall then be doing or shall have at any time done business in New York. In the event that such agent for service of process resigns or creases to serve as the agent of the Company, the Company agrees to give notice as provided in Section 11 herein of the name and address of any new agent for service of process with respect to it appointed hereunder. (c) If, despite the foregoing, in any such suit, action or proceeding by mailing a copy thereof to brought in any of the aforesaid courts, there is for any reason no such party at the address agent for such 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 of the Company available to be served, then to the extent that service of process by mail shall then be deemed permitted by applicable law, the Company further irrevocably consents to limit the service of process on it in any way such suit, action or proceeding in any right such court by the mailing thereof by registered or certified mail, postage prepaid, to serve it at its address given in or pursuant to Section 11 hereof. (d) Nothing herein contained shall preclude any party from effecting service of process in any lawful manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEor from bringing any suit, AND AGREES NOT TO REQUESTaction or proceeding in respect of this Agreement in any other state, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYcountry or place.

Governing Law; Consent to Jurisdiction. The corporate laws Waiver of Punitive Damages and Jury Trial. (a) THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINICPLES. (b) Each of the State of Delaware shall govern all issues concerning the relative rights of the Company parties hereto hereby irrevocably and unconditionally submits, for itself and its shareholders. All other questions concerning the constructionproperty, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts any court sitting in the City District of New YorkColumbia and any appellate court from any thereof, for in any action or proceeding arising out of or relating to this Guaranty or the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction transactions contemplated hereby or discussed hereinfor recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such court. Each of the parties hereto agrees that a final, non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment in any other manner provided by law. (c) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assert in the laying of venue of any suit, action or proceedingproceeding arising out of or relating to this Guaranty or the transactions contemplated hereby in any court sitting in the District of Columbia. Each of the parties hereto hereby irrevocably and unconditionally waives, any claim that it is not personally subject to the jurisdiction fullest extent permitted by law, the defense of any inconvenient forum to the maintenance of such action or proceeding in any such court, that such suit, action or proceeding is brought in an inconvenient forum or that . (d) Each of the venue of such suit, action or proceeding is improper. Each party hereby parties hereto irrevocably waives personal consents to service of process and consents to process being served in any such suitthe manner provided for notices in Section 10 hereof. Notwithstanding the foregoing, action or proceeding by mailing a copy thereof to such party at each of the address for such notices to it under this Agreement and agrees that such service parties hereto shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any have the right to serve process in any other manner permitted by law. . (e) THE PARTIES TO THIS GUARANTY EXPRESSLY WAIVE AND FOREGO ANY RIGHT TO RECOVER PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR SIMILAR DAMAGES IN ANY LAWSUIT, LITIGATION, ARBITRATION OR PROCEEDING ARISING OUT OF OR RESULTING FROM ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY. (f) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS GUARANTY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER LITIGATION DIRECTLY OR IN CONNECTION HEREWITH OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT GUARANTY OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. (g) EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE WAIVERS SET FORTH IN CLAUSE (a) OF THIS SECTION 7, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN SUCH SECTION.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by and interpreted and enforced in accordance with the internal laws Laws of the State of New YorkDelaware, without giving effect to any choice of law Law or conflict of law provision Laws rules or rule (whether of the State of New York or any other jurisdictions) provisions that would cause the application of the laws substantive Laws of any jurisdictions jurisdiction other than the State of New York. Delaware. (b) Each party hereby Party irrevocably submits to the exclusive jurisdiction of (a) the state State of Delaware, and federal courts sitting in (b) the City United States District Court for the District of New YorkDelaware, for the adjudication purposes of any dispute hereunder action arising out of this Agreement or in connection herewith or therewith, or with any transaction contemplated hereby hereby. Each Party agrees to commence any such action either in the United States District Court for the District of Delaware or discussed hereinif such action may not be brought in such court for jurisdictional reasons, in the state chancery courts of the State of Delaware. Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth above shall be effective service of process for any action in the State of Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 10.7. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action arising out of this Agreement or the Transactions in the State of Delaware, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such court, that action brought in any such suit, action or proceeding is court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by lawforum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION (WHETHER BASED ON CONTRACT, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR IN CONNECTION HEREWITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYTHE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF AND THEREOF.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the other parties to this Agreement in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein may be instituted in a federal or state court within the federal Northern District of California or in any federal or provincial court in the Province of Ontario, Canada (ii) waives to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any jurisdictions other than the State of New York. Each party hereby irrevocably such proceeding, and (iii) submits to the non-exclusive jurisdiction of the state and federal such courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding. Lanacom has appointed CT Corporation System, 818 Xxxx 0xx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 xx its authorized agent and BackWeb Parent has appointed BackWeb Technologies Inc., 2077 Xxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxx, Xxxxxxxxxx 00000 xx its authorized agent (each an "Authorized Agent") upon whom process may be served in connection with any claim that it is not personally subject to action based on this Agreement or any transaction contemplated hereby which may be instituted in any federal or state court within the jurisdiction federal Northern District of California and BackWeb Parent has appointed BackWeb Canada as an additional Authorized Agent upon whom process may be served in connection with any action based on this Agreement or any transaction contemplated hereby which may be instituted in any federal or provincial court in the Province of Ontario, Canada. In each case, such court, that such suit, action or proceeding is brought in an inconvenient forum or appointment shall be irrevocable. Each of the parties hereto represents and warrants that the venue of Authorized Agent has agreed to act as such suit, action or proceeding is improper. Each party hereby irrevocably waives personal agent for service of process and consents agrees to taken any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement upon an Authorized Agent and agrees that written notice of such service to the applicable party shall constitute good and sufficient be deemed, in every respect, effective service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYupon such party.

Governing Law; Consent to Jurisdiction. The corporate (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning without giving effect to the relative rights principles of conflicts of law. Each of the Company parties hereto hereby irrevocably and its shareholders. All other questions concerning unconditionally consents to submit to the construction, validity, enforcement and interpretation exclusive jurisdiction in the Court of this Agreement shall be governed by the internal laws Chancery of the State of New York, without giving effect to Delaware or any choice court of law or conflict of law provision or rule (whether of the United States located in the State of New York Delaware, for any action, proceeding or investigation in any other jurisdictionscourt or before any governmental authority (“Litigation”) that would cause arising out of or relating to this Agreement and the application transactions contemplated hereby. Each of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitsuch Litigation, action or proceedingthe defense of sovereign immunity, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 7.10, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 to the fullest extent permitted by applicable law, that the Litigation in any such suit, action or proceeding court is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding Litigation is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party hereby of the parties irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of process and consents or relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement or the transactions contemplated hereby. (b) Each of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and agrees of the United States of America; provided that such consent by Xxxxxxx Xxxxx, Xxxxxxx Xxxxx Group and BlackRock to jurisdiction and service contained in this Section 7.10 is solely for the purpose referred to in this Section 7.10 and shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall not be deemed to limit be a general submission to said courts or in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe State of Delaware other than for such purpose.

Governing Law; Consent to Jurisdiction. The corporate (i) This Voting Agreement and any Legal Actions (whether based in contract, tort, or statue) arising out of, relating to, or in connection with this Voting Agreement or the actions of the parties hereto in the negotiation or performance hereof shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect to any choice or conflicts of law or conflict of law provision or rule (whether of the State of New York Delaware or any other jurisdictionsjurisdiction) that would cause the application of the laws Laws of any jurisdictions jurisdiction other than those of the State of New YorkDelaware. Each party of the parties hereto irrevocably waives any objections or immunities to the jurisdiction provided in this Section 6(g) to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any Legal Action arising out of or related to this Voting Agreement or the transactions contemplated hereby which is instituted in any such court. (ii) Each the parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Court of Chancery of the City State of Delaware, New York, Castle County for the adjudication purposes of any dispute hereunder or in connection herewith or therewithLegal Action arising out of this Voting Agreement, or with the other agreements contemplated hereby, any transaction contemplated hereby or discussed hereinthereby or the negotiation or performance of any of the foregoing. Each of the parties hereto agrees to commence any Legal Action with respect to this Voting Agreement in the Court of Chancery of the State of Delaware, New Castle County or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Action, in any state or federal court within the State of Delaware. Each of the parties hereto, with regard to any Legal Action for itself and in respect of its property, (a) irrevocably and unconditionally submits to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Legal Action related to this Voting Agreement or any of the transactions contemplated hereby in any court or tribunal other than the aforesaid courts, and hereby (b) irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitLegal Action with respect to this Voting Agreement, action or proceedingand the rights and obligations arising hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any such courtreason other than the failure to serve process in accordance with this Section 6(g), and (ii) to the fullest extent permitted by the applicable Law, any claim that such (A) the suit, action action, or proceeding in such court is brought in an inconvenient forum or that forum, (B) the venue of such suit, action action, or proceeding is improper, or (C) this Voting Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereby irrevocably waives personal of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to it at the addresses set forth in Section 8.07 of the Merger Agreement or on the applicable signature page hereto, as applicable, shall be effective service of process and consents to process being served in for any such litigation, suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 brought in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYcourt.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware shall govern all issues concerning without giving effect to principles of conflicts of law. Except as otherwise contemplated by the relative rights definition of "Article IV Breach" and Annex B, each of the Company parties hereto hereby irrevocably and its shareholders. All other questions concerning unconditionally consents to submit to the construction, validity, enforcement and interpretation exclusive jurisdiction of this Agreement shall be governed by the internal laws courts of the State of New York and of the United States of America, in each case located in the County of New York, without giving effect for any action, proceeding or investigation in any court or before any governmental authority ("Litigation") arising out of or relating to this Agreement and the transactions contemplated hereby and further agrees that service of any choice process, summons, notice or document by U.S. registered mail to its respective address set forth in this Agreement shall be effective service of law process for any Litigation brought against it in any such court, and each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation arising out of this Agreement or conflict of law provision or rule (whether the transactions contemplated hereby in the courts of the State of New York or any other jurisdictions) that would cause the application United States of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting America, in each case located in the City County of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such court, that Litigation brought in any such suit, action or proceeding is court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by lawforum. EACH PARTY HEREBY OF THE PARTIES IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE, AND AGREES NOT ALL RIGHTS TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether Laws of the State of New York or any other jurisdictions) applicable to contracts executed in and to be performed entirely in that would cause State, without regard to conflicts of Laws principles thereof to the extent that the general application of the laws Laws of any jurisdictions other than the State of New Yorkanother jurisdiction would be required thereby. Each party The Parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject submit to the jurisdiction of any state or federal court sitting in the County of New York, State of New York, in any action or proceeding arising out of or relating to this Agreement, and the Parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined exclusively in such state or federal court. The Parties hereto hereby irrevocably waive, to the fullest extent permitted by Law, any objection which they or any of them may now or hereafter have to the laying of the venue of any such action or proceeding brought in any such court, and any claim that any such suit, action or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by lawforum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUESTPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR IN CONNECTION HEREWITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYTHE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Consent to Jurisdiction. The corporate laws (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. Any legal action or proceeding against the Guarantor with respect to this Guaranty or the Agreement may be brought in any state or federal court in the County of the State of Delaware shall govern all issues concerning the relative rights of the Company New York and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect and, by execution and delivery of this Guaranty, the Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The Guarantor hereby irrevocably designates Anadarko Petroleum Corporation, 1000 Xxxx Xxxxxxx Xxxxx, The Woodlands, Texas 77380, Attn: Treasurer for the purpose of receiving, accepting and acknowledging for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to any choice of law or conflict of law provision or rule (whether of be available to act as such, the Guarantor agrees to designate a new designee, appointee and agent in the State of New York or on the terms and for the purposes of this provision satisfactory to the Beneficiary. The Guarantor further irrevocably consents to the service of process out of any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal aforementioned courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought delivered pursuant to the notice provision contained in an inconvenient forum or that the venue Section 8 of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofGuaranty. Nothing contained herein shall be deemed to limit in any way any affect the right of the Beneficiary to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYlaw or to commence legal proceedings or otherwise proceed against the Guarantor in any other jurisdiction. (b) The Guarantor hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Guaranty brought in the courts referred to in Section 10(a) and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in any inconvenient forum.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be construed, performed and enforced in accordance with the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice its principles or rules of law or conflict of law provision laws to the extent such principles or rule (whether of the State of New York rules are not mandatorily applicable by statute and would require or any other jurisdictions) that would cause permit the application of the laws of any jurisdictions other than the State of New Yorkanother jurisdiction. Each party of the Parties hereby irrevocably submits and unconditionally submits, for itself and for its property, to the exclusive jurisdiction of any Delaware State court or Federal court of the state and federal courts United States of America sitting in the City of New YorkDelaware and any appellate court from any court thereof, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingproceeding arising out of or relating to this Agreement or the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, any claim and each Party hereby irrevocably and unconditionally agrees that it is not personally subject to the jurisdiction all claims in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to the extent permitted by law, in such Federal court. Each Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. Each Party hereby irrevocably and unconditionally waives, that such to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding is brought arising out of or relating to this Agreement or the transactions contemplated hereby in any Delaware State or Federal court. Each Party hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperin any such court. Each party hereby Party irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 11.01 of the Stock Purchase Agreement. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right Party to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYApplicable Law.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company execution, interpretation, and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation performance of this Agreement shall be governed by the internal laws of the State of New York, York without giving effect to any choice of law or conflict of law laws provision or rule (whether of the State of New York or any other jurisdictionsjurisdiction) that would cause the application of the laws law of any jurisdictions other jurisdiction other than the State of New York. Each party EACH PARTY HERETO, TO THE EXTENT IT MAY LAWFULLY DO SO, HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY AND THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AS WELL AS TO THE JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN OR OTHER REVIEW SOUGHT FROM THE AFORESAID COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF SUCH PARTY’S OBLIGATIONS UNDER OR WITH RESPECT TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY (OTHER THAN THE CONFIDENTIALITY AGREEMENT), AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS. The parties hereby irrevocably submits consent to and grant any such court jurisdiction over the person of such parties and, to the exclusive jurisdiction extent permitted by Law, over the subject matter of the state such dispute and federal courts sitting in the City agree that mailing of New York, for the adjudication of any dispute hereunder process or other papers in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum the manner provided in Section 8.7 or that the venue of in such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding other manner as may be permitted by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service Law shall constitute good be valid and sufficient service of process and notice thereof. Nothing contained herein shall be deemed in this Agreement will affect the right of any party to limit in any way any right this Agreement to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYLaw.

Governing Law; Consent to Jurisdiction. The corporate laws This Agreement will be governed by, and construed in accordance with, the Laws of the State of Delaware shall govern all issues concerning California without regard to the relative rights conflict of laws rules of such state. Each of the Company Parties hereby irrevocably consents and its shareholders. All other questions concerning the constructionagrees that it shall bring any action, validity, enforcement and interpretation of suit or proceeding with respect to any matter arising under or relating to this Agreement shall be governed by or any Ancillary Agreement or the internal laws subject matter hereof or thereof in the United States District Court of the Central District of California (or if jurisdiction is not available in such court, then in a state court of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts California sitting in the City of New YorkLos Angeles), unless such party, based on the good faith advice of its counsel, determines that any such court may not exercise or have jurisdiction over the other Party or such matter or that a judgment rendered by such court may not be enforceable in the jurisdiction of the organization of the other Party or a jurisdiction in which such other Party’s office(s) or assets are located. Each of the Parties hereby irrevocably accepts and submits, for the adjudication itself and in respect of any dispute hereunder or in connection herewith or therewithits properties, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any the United States District Court of the Central District of California (or if jurisdiction is not available in such court, that then in a state court of the State of California sitting in the City of Los Angeles), in person am, generally and unconditionally, with respect to any such suitaction, action suit or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperproceeding. Each party of the Parties hereby irrevocably waives personal consents to the service of process and consents to process being served in any such suitaction, action suit or proceeding in any such court by the mailing of a copy thereof by registered or certified mail, postage prepaid, to such party at the address specified in Section 10.2 for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient Party. In addition to or in lieu of any such service, service of process and notice thereof. Nothing contained herein shall may also be deemed to limit made in any way any right to serve process in any other manner permitted by lawapplicable Law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach of the Parties hereby irrevocably and unconditionally waives any objection or defense which it may now or hereafter have to the laying of venue to any such action, AND AGREES NOT TO REQUESTsuit or proceeding in the United States District Court of the Central District of California (or if jurisdiction is not available in such court, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthen in a state court of the State of California sitting in the City of Los Angeles) and hereby irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement Agreement, the Representatives’ Warrants, the Lock-Up Agreements and any other documents or agreements executed in connection with the transactions contemplated hereunder (the “Transaction Documents”) shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law thereof. Each party agrees that all legal action, claim, suit, investigation or conflict proceeding (“Proceedings”) concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Agreement and any other Transaction Documents (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdictions) that would cause state and federal courts sitting in the application of the laws of any jurisdictions other than the State City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingProceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action Proceeding is improper or proceeding is brought in an inconvenient forum or that the venue of for such suit, action or proceeding is improperProceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding 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 such 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. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEIf either party shall commence a Proceeding to enforce any provisions of the Transaction Documents, AND AGREES NOT TO REQUESTthen, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYin addition to the obligations of under Article 5, the prevailing party in such 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 Proceeding.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by and construed in accordance with the internal laws Laws of the State of New YorkMaryland without regard to the principles of conflicts of laws thereof. The parties hereto agree that any suit, without giving effect action or proceeding (“Litigation”) seeking to enforce any choice provision of, or based on any matter arising out of law or conflict of law provision in connection with, this Agreement or rule (whether of the transactions contemplated hereby shall be brought in any federal court located in the State of New York Maryland or any other jurisdictions) that would cause the application Maryland state court. Each of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitsuch Litigation, action or proceedingthe defense of sovereign immunity, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 6.10, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 to the fullest extent permitted by applicable Law, that the Litigation in any such suit, action or proceeding court is brought in an inconvenient forum or forum, that the venue of such suitLitigation is improper or that this Agreement, action or proceeding the subject matter hereof, may not be enforced in or by such particular courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is improperentitled pursuant to the final judgment of any court having jurisdiction. Each party hereby of the parties irrevocably waives personal and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of the parties hereto irrevocably consents to the service of process and consents to process being served out of any of the aforementioned courts in any such suitLitigation by the mailing of copies thereof by registered mail, action or proceeding by mailing a copy thereof postage prepaid, to such party at the its address for set forth in this Agreement, such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process to be effective upon acknowledgment of receipt of such registered mail. (c) The parties hereto each expressly acknowledge that the foregoing waivers are intended to be irrevocable under the Laws of the State of Maryland and notice thereof. Nothing of the United States of America; provided that consent by the parties hereto to jurisdiction and service contained herein in this Section 6.10 is solely for the purpose referred to in this Section 6.10 and shall not be deemed to limit be a general submission to said courts or in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe State of Maryland other than for such purpose.

Governing Law; Consent to Jurisdiction. The corporate laws of This Indenture and the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement Securities shall be governed by the internal laws of the State of New York, without giving effect to any choice . Each of law or conflict of law provision or rule (whether of the Company and the Guarantor hereby acknowledges and agrees that it has irrevocably designated and appointed the Company’s registered agent in the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkDelaware, for the adjudication of any dispute hereunder or in connection herewith or therewithcurrently located at Corporation Trust Center, or 1000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX, 00000 (together with any transaction contemplated hereby or discussed hereinsuccessor, and hereby irrevocably waives, and agrees not to assert the “Process Agent”) as its authorized agent upon whom process may be served in any suit, action or proceedingproceeding arising out of or relating to this Indenture or the Securities or the transactions contemplated herein or brought under federal or state securities laws that may be instituted in any federal or state court in the State of New York, any claim that it is not personally subject to sitting in the jurisdiction city of any such courtNew York, that such suit, action or proceeding is brought in an inconvenient forum or and acknowledges that the venue of Process Agent has accepted such suitdesignation, action or proceeding is improper. Each party hereby irrevocably waives personal (ii) agrees that service of process upon the Process Agent and consents written notice of such service to the Company or the Guarantor, as the case may be (mailed or delivered to the Chief Executive Officer of the Company at its principal office at Exxxxx Xxxxxx xx Xxxxxxxxxx 100, 0xx Xxxxx, X0000XXX Xxxxxx Xxxxx, Xxxxxxxxx), shall be deemed in every respect effective service of process being served upon the Company or the Guarantor, as the case may be, in any such suit, action or proceeding by mailing a copy thereof and (iii) agrees to take any and all action, including the execution and filing of any and all such party at documents and instruments as may be necessary to continue such designation and appointment of the address for such notices to it under this Agreement Process Agent in full force and agrees that such service shall constitute good and sufficient service effect so long as any of process and notice thereof. Nothing contained herein the Securities shall be deemed outstanding. Each of the Company and the Guarantor hereby agrees to limit submit to the nonexclusive jurisdiction of any such federal or state court in the State of New York in any way any right such suit, action or proceeding arising out of or relating to serve process in any manner this Indenture or the Securities or the transactions contemplated herein and hereby waives to the fullest extent permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVElaw any defense to the institution or continuance of any such suit, AND AGREES NOT TO REQUESTaction or proceeding based upon lack of proper venue, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYinconvenient forum or similar grounds.

Governing Law; Consent to Jurisdiction. The corporate laws This Agreement and its enforcement, and any controversy arising out of or relating to the making or performance of this Agreement, shall be governed by and construed in accordance with the law of the State of Delaware shall govern all issues concerning New York, without regard to New York’s principles of conflicts of law. (a) Each party hereto irrevocably agrees that the relative rights United States District Court for the Southern District of New York and, if such court does not have jurisdiction over such dispute, the Supreme Court of the State of New York located in the Borough of Manhattan (including the applicable appellate courts thereof, collectively, the “New York Courts”) shall have exclusive jurisdiction to settle any claims, differences or disputes which may arise out of or in connection with this Agreement. (b) Each party hereto irrevocably and unconditionally submits to the jurisdiction of the New York Courts for such purpose and waives any objection it may now or hereafter have to the laying of the venue of any proceedings in any New York Court and any claim that any proceedings brought in any such court have been brought in an inconvenient forum. Each party hereto further irrevocably agrees that a final judgment in any proceedings brought in an applicable New York Court shall be conclusive and binding upon the parties and may be enforced in the courts of any other jurisdiction. (c) Notwithstanding the foregoing, the Company (on behalf of itself and each of its Affiliates and Representatives) agrees (i) that it will not bring or support any Person in any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources Related Parties in any way arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing, any letter or definitive agreement related thereto or the performance thereof, other than in the United States District Court for the Southern District of New York, sitting in the Borough of Manhattan (or, if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan) and any appellate court thereof, and submits for itself and its shareholders. All other questions concerning property with respect to any such Action to the constructionexclusive jurisdiction of such courts; (ii) that all Actions (whether at law, validityin equity, enforcement and interpretation in contract, in tort or otherwise) against any of this Agreement the Financing Sources Related Parties in any way relating to the Financing, any letter or definitive agreement related thereto or the performance thereof, shall be exclusively governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect to any choice of law principles or rules or conflict of law provision laws to the extent such principles or rule (whether of the State of New York rules would require or any other jurisdictions) that would cause permit the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits another jurisdiction (except to the exclusive jurisdiction of the state extent contemplated by such letter or definitive agreement); and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein(iii) to waive, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingthe fullest extent permitted by applicable Law, any claim that it is not personally subject objection which any of them may now or hereafter have to the jurisdiction laying of venue of, and the defense of an inconvenient forum to the maintenance of, any Action in any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each Party hereby irrevocably submit to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware shall govern all issues concerning (the relative rights “Chosen Courts”) solely in respect of the Company interpretation and its shareholders. All other questions concerning enforcement of the construction, validity, enforcement and interpretation provisions of this Agreement shall be governed by the internal laws and of the State of New Yorkdocuments referred to in this Agreement, without giving effect to any choice of law or conflict of law provision or rule (whether and in respect of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction transactions contemplated hereby or discussed hereinhereby, and hereby irrevocably waiveswaive, and agrees agree not to assert assert, as a defense in any suitaction, action suit or proceedingproceeding for the interpretation or enforcement hereof or of any such document, any claim that it is not personally subject to the jurisdiction of any such court, thereto or that such suitaction, action suit or proceeding may not be brought or is brought not maintainable in the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate, or that this Agreement or any such document may not be enforced in or by such Chosen Courts, and the Parties hereto irrevocably agree that all claims relating to such action, suit or proceeding shall be heard and determined in the Chosen Courts. The Parties hereby consent to and grant any such Chosen Court jurisdiction over the person of such suitparties and, action to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action, suit or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any the manner provided in this Section 2.7 or in such suitother manner as may be permitted by law shall be valid, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good effective 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning the relative rights (regardless of the Company and its shareholders. All other questions concerning the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters, including matters of validity, construction, validityeffect, enforcement performance and interpretation remedies with the exception of this Agreement (and to the extent mandatorily required) the provisions relating to the transfer of the Contributed Shares, that shall be governed by the internal laws Laws of Germany. Each party, and any Person asserting rights as a third party beneficiary hereunder, irrevocably agrees that any action, suit or proceeding between or among the parties arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document (a “Legal Dispute”) shall be brought exclusively in the courts of the State of New YorkDelaware; provided that if subject matter jurisdiction over the Legal Dispute is vested exclusively in the United States federal courts, without giving effect such Legal Dispute shall be heard in the United States District Court for the District of Delaware. Each party, and any Person asserting rights as a third party beneficiary hereunder, hereby irrevocably and unconditionally submits to any choice the jurisdiction of law or conflict of law provision or rule such courts (whether and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of New York the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 2.7 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other jurisdictions) that would cause the application of the laws of Legal Dispute, including any jurisdictions other than the State of New York. Each party hereby irrevocably submits counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of the state such court. Each party and federal courts sitting in the City of New Yorkany Person asserting rights as a third party beneficiary hereunder may bring such Legal Dispute only if he, for the adjudication of any dispute hereunder she or in connection herewith or therewith, or with any transaction contemplated it hereby or discussed herein, and hereby irrevocably waives, and agrees shall not to assert as a defense in any suitLegal Dispute, action or proceeding, any claim that it (a) such party is not personally subject to the jurisdiction of the above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, that (c) such suitparty’s property is exempt or immune from execution, action (d) such action, suit or proceeding is brought in an inconvenient forum forum, or that (e) the venue of such suitaction, action suit or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served A final judgment in any such suitaction, action suit or proceeding by mailing a copy thereof described in this Section 2.7 following the expiration of any period permitted for appeal and subject to such party at the address for such 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 any stay during appeal shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way any right to serve process in any other manner permitted provided by lawapplicable Laws. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENTS WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY HEREBY BENEFICIARY HEREUNDER MAY BRING A LEGAL DISPUTE ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVETO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, AND AGREES NOT NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO REQUESTTHIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYCANNOT BE WAIVED.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall in all respects be governed by by, and construed in accordance with, the internal laws Laws of the State of New YorkJersey applicable to agreements made and to be performed entirely within such State, without giving effect including all matters of construction, validity and performance. (b) Any claim, action or dispute against any party to this Agreement arising out of or in any choice way relating to this Agreement shall be brought in the New Jersey Superior Court in Hunterdon County or in the event (but only in the event) that the New Jersey Superior Court does not have subject matter jurisdiction over such claim, action or dispute, in the United States District Court for the District of law or conflict of law provision or rule (whether of New Jersey sitting in Newark in the State of New York or any other jurisdictions) that would cause the application Jersey. Each of the laws of any jurisdictions other than the State of New York. Each party parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal such courts sitting in the City of New York, for the adjudication purpose of any such claim, action or dispute; provided, that a final judgment in any such claim, action or dispute hereunder shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, other manner provided by Law. Each party irrevocably waives and hereby irrevocably waives, and unconditionally agrees not to assert assert, by way of a motion, as a defense, counterclaim or otherwise, in any suitaction or proceeding with respect to this agreement (i) any objection that it may ever have that the laying of venue of any such claim, action or proceedingdispute in any federal or state court located in the above named county or city is improper, (ii) any objection that any such claim, action or dispute brought in any of the above named courts has been brought in an inconvenient forum and (iii) any claim that it is not personally subject to the jurisdiction of the above named courts. To the extent that service of process by mail is permitted by applicable Law, each party irrevocably consents to the service of process in any such court, that such suitclaim, action or proceeding is brought dispute in an inconvenient forum or that such courts by the venue mailing of such suitprocess by registered or certified mail, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suitpostage prepaid, action or proceeding by mailing a copy thereof to such party at the its address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYprovided for herein.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning the relative rights California (as permitted by Section 1646.5 of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, California Civil Code or any similar successor provision) without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions jurisdiction other than the internal laws of the State of New YorkCalifornia to the rights and duties of the parties. Each party of the parties hereto hereby irrevocably submits and unconditionally consents to submit to the exclusive jurisdiction of the state courts of the State of California and federal courts sitting of the United States of America, in each case located in the City County of New YorkSan Francisco, for any action, proceeding or investigation in any court or before any governmental authority ("litigation") arising out of or relating to this Agreement and the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction transactions contemplated hereby or discussed herein, and hereby irrevocably waives, (and agrees not to assert commence any litigation relating thereto except in such courts), and further agrees that service of any suitprocess, action summons, notice or proceeding, document by U.S. Registered Mail to its respective address set forth in this Agreement shall be effective service of process for any claim that litigation brought against it is not personally subject to the jurisdiction of in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any litigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of California or the United States of America, in each case located in the County of San Francisco, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit, action or proceeding is litigation brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperforum. Each party hereby of the parties irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any litigation arising out of process and consents or relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYor the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction. The corporate laws THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Parent, Merger Sub and the Parties hereby irrevocably submit to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware shall govern all issues concerning (the relative rights “Chosen Courts”) solely in respect of the Company interpretation and its shareholders. All other questions concerning enforcement of the construction, validity, enforcement and interpretation provisions of this Agreement shall be governed by the internal laws and of the State of New Yorkdocuments referred to in this Agreement, without giving effect to any choice of law or conflict of law provision or rule (whether and in respect of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction transactions contemplated hereby or discussed hereinhereby, and hereby irrevocably waiveswaive, and agrees agree not to assert assert, as a defense in any suitaction, action suit or proceedingproceeding for the interpretation or enforcement hereof or of any such document, any claim that it is not personally subject to the jurisdiction of any such court, thereto or that such suitaction, action suit or proceeding may not be brought or is brought not maintainable in the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate, or that this Agreement or any such document may not be enforced in or by such Chosen Courts, and Parent, Merger Sub and the Parties hereto irrevocably agree that all claims relating to such action, suit or proceeding shall be heard and determined in the Chosen Courts. Parent, Merger Sub and the Parties hereby consent to and grant any such Chosen Court jurisdiction over the person of such suitparties and, action to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action, suit or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any the manner provided in this Section 2.8 or in such suitother manner as may be permitted by law shall be valid, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good effective 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning without giving effect to the relative rights principles of conflicts of law. Each of the Company parties hereto hereby irrevocably and its shareholders. All other questions concerning unconditionally consents to submit to the construction, validity, enforcement and interpretation exclusive jurisdiction in the Court of this Agreement shall be governed by the internal laws Chancery of the State of New York, without giving effect to Delaware or any choice court of law or conflict of law provision or rule (whether of the United States located in the State of New York Delaware, for any action, proceeding or investigation in any other jurisdictionscourt or before any governmental authority (“Litigation”) that would cause arising out of or relating to this Agreement and the application transactions contemplated hereby. Each of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitsuch Litigation, action or proceedingthe defense of sovereign immunity, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 7.10, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 to the fullest extent permitted by applicable law, that the Litigation in any such suit, action or proceeding court is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding Litigation is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party hereby of the parties irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of process and consents or relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement or the transactions contemplated hereby. (b) Each of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and agrees of the United States of America; provided that such consent by Barclays and BlackRock to jurisdiction and service contained in this Section 7.10 is solely for the purpose referred to in this Section 7.10 and shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall not be deemed to limit be a general submission to said courts or in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe State of Delaware other than for such purpose.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern (a) This Agreement will be governed in all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the constructionrespects, including but not limited to, as to validity, enforcement interpretation and interpretation of this Agreement shall be governed effect, by the internal laws of the State of New York, without giving effect to any choice its principles or rules of law or conflict of law provision laws (to the extent such principles or rule (whether of the State of New York rules are not mandatorily applicable by statute and would require or any other jurisdictions) that would cause permit the application of the laws of another jurisdiction). (b) Notwithstanding anything to the contrary set forth herein or elsewhere, the parties agree that irreparable damage would occur in the event that any jurisdictions of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States of America sitting in New York City, this being in addition to any other than the State of New Yorkremedy to which they are entitled at law or in equity, and neither party shall be required to provide any bond or other security in connection with any such injunction or in connection with any related Action. Each party of the parties hereto hereby irrevocably submits and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York state court or federal court of the state and federal courts United States of America sitting in New York City, and any appellate court from any thereof, in any Action arising out of or relating to this Agreement or the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction transactions contemplated hereby or discussed hereinfor recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably waives, and unconditionally agrees not to assert that all claims in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction respect of any such Action may be heard and determined in such New York state court or, to the extent permitted by Law, in such federal court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each of the parties hereto agrees that a final judgment in any such Action will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (c) Each party hereby to this Agreement irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 8.01. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed any party to limit in any way any right this Agreement to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYLaw.

Governing Law; Consent to Jurisdiction. The corporate This Transitional Services Agreement shall be construed in accordance with and governed by the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company applicable to agreements made and its shareholdersto be performed wholly within such jurisdiction. All disputes, litigation, proceedings or other questions concerning the construction, validity, enforcement and interpretation of legal actions by any Party to this Transitional Services Agreement in connection with or relating to this Transitional Services Agreement or any matters described or contemplated in this Transitional Service Agreement shall be governed by instituted in the internal laws courts of the State of New York, without giving effect to any choice Delaware or of law or conflict of law provision or rule (whether of the United States sitting in the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New YorkDelaware. Each party hereby Party to this Transitional Service Agreement irrevocably submits to the exclusive jurisdiction of the state courts of the State of Delaware and federal courts of the United States sitting in the City State of New York, for the adjudication of any dispute hereunder or Delaware in connection herewith or therewith, or with any transaction contemplated hereby or discussed hereinsuch dispute, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suitlitigation, action or proceeding is arising out of or relating to this Transitional Services Agreement. Each Party to this Agreement will maintain at all times a duly appointed agent in the State of Delaware for the service of any process or summons in connection with any such dispute, litigation, action or proceeding brought in any such court and, if it fails to maintain such an agent during any period, any such process or summons may be served on it by mailing a copy of such process or summons to it at its address set forth, and in the manner provided in Section 9.01, with such service deemed effective on the fifteenth day after the date of such mailing. Each Party to this Transitional Services Agreement irrevocably waives the right to a trial by jury in connection with any matter arising out of this Transitional Services Agreement and, to the fullest extent permitted by applicable law, any defense or objection it may now or hereafter have to the laying of venue of any proceeding under this Transitional Services Agreement brought in the courts of the State of Delaware or of the United States sitting in the State of Delaware and any claim that any proceeding under this Transitional Services Agreement brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYforum.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by the internal laws provisions of the State law of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereto hereby irrevocably submits agrees that any action, suit or proceeding between or among the parties and their respective Affiliates arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document (a “Legal Dispute”) shall be brought only to the exclusive jurisdiction of the courts of the State of New York or the federal courts in each case located in the state and federal courts sitting in the City of New York, for Borough of Manhattan; and each party hereto hereby consents to the adjudication jurisdiction of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, such courts (and hereby irrevocably waives, and agrees not to assert of the appropriate appellate courts therefrom) in any such suit, action or proceedingproceeding and irrevocable waives, to the fullest extent permitted by law, any claim objection that it is not personally subject may now or hereafter have to the jurisdiction laying of the venue of any such court, that such suit, action or proceeding in any such court or that they any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 7.7 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereto hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not subject thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum or that (e) the venue of such suitaction, action suit or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served A final judgment in any such suitaction, action suit or proceeding by mailing a copy thereof described in this Section 7.7 following the expiration of any period permitted for appeal and subject to such party at the address for such 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 any stay during appeal shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way any right to serve process in any other manner permitted provided by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYapplicable laws.

Governing Law; Consent to Jurisdiction. The corporate This AGREEMENT and the NOTE shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning California. Any legal action or proceedings with respect to this AGREEMENT against the relative rights BORROWER may be brought in the courts of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation United States of this Agreement shall be governed by the internal laws of America or the State of New YorkCalifornia as the BANK may elect, without giving effect to any choice and, by execution and delivery of law or conflict of law provision or rule this AGREEMENT, the BORROWER hereby (whether of i) accepts for itself, generally and unconditionally, the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New Yorkaforesaid courts, for the adjudication (ii) irrevocably agrees to be bound by any judgment of any dispute hereunder such court with respect to this AGREEMENT or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, the NOTE and hereby (iii) irrevocably waives, and agrees not to assert in the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceedingproceedings with respect to this AGREEMENT brought in any court of the United States of America or the State of California located in the City of San Francisco, and further irrevocably waives any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof brought in any such court has been brought in an inconvenient forum. In the case of the courts of the United States of America and State of California the BORROWER hereby agrees to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient receive service of process and notice thereofin any legal action or proceedings with respect to this AGREEMENT at its offices set forth in SECTION 8.06. Nothing contained herein shall be deemed to limit in any way any affect the right to serve process in any other manner permitted by the law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYThe BORROWER hereby agrees that the mailing of such process to the BORROWER shall be deemed personal service and accepted by the BORROWER for any legal action or proceedings with respect to this AGREEMENT.

Governing Law; Consent to Jurisdiction. The corporate laws (a) THIS AGREEMENT, THE LEGAL RELATIONSHIP BETWEEN THE PARTIES AND THE ADJUDICATION AND THE ENFORCEMENT HEREOF AND THEREOF, SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT JURISDICTION, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW RULES AND PRINCIPLES THEREOF. Each party acknowledges that it could be impossible to determine the amount of damages that would result from any breach of many of the provisions of this Agreement and that the remedy at law for any breach, or threatened breach, of any of such provisions would likely be inadequate and, accordingly, agrees that each other party shall, in addition to any other rights or remedies which it may have, be entitled to seek such provisional or temporary injunctive relief as may be available from any Delaware Court (as defined below) to compel specific performance of, or restrain any party from violating, any of such provisions. In connection with any request for temporary or permanent injunctive relief permitted under this Agreement, each party hereby waives the claim or defense that a remedy at law alone is adequate and agrees, to the maximum extent permitted by Law, to have each provision of this Agreement specifically enforced against it, without the necessity of posting bond or other security against it, and consents to the entry of temporary or permanent equitable and injunctive relief against it enjoining or restraining any breach or threatened breach of such provisions of this Agreement. (b) Each of the Parties hereto, by its execution hereof, hereby: (i) irrevocably and unconditionally submits to the exclusive jurisdiction in the Court of Chancery of the State of Delaware shall govern all issues concerning the relative rights or any federal court of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of United States located in the State of New York, without giving effect to any choice of law or conflict of law provision or rule Delaware (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York“Delaware Courts”), for the adjudication purpose of any dispute hereunder and all actions, suits or proceedings arising in whole or in part out of, related to, based upon or in connection herewith with this Agreement or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waivesthe subject matter hereof; (ii) waives to the extent not prohibited by Law, and agrees not to assert assert, by way of motion, as a defense or otherwise, in any suit, action or proceedingsuch action, any claim that it is not subject personally subject to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such courtaction brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than the Delaware Courts, or that this Agreement or the subject matter hereof may not be enforced in or by Delaware Courts, and (iii) agrees not to commence any such suitaction other than before one of the Delaware Courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than the Delaware Courts whether on the grounds of forum non conveniens or otherwise. (c) Each of the Seller Parties hereby irrevocably and unconditionally designate, appoint, and empower The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, as their respective designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against such Seller Party in any such United States federal or state court with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Seller Parties agree to designate a new designee, appointee and agent in the State of Delaware on the terms and for the purposes of this Section 9.10(c) reasonably satisfactory to the Buyer Ultimate Parent. Each Seller Party further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Seller Party by serving a copy thereof upon the relevant agent for service of process referred to in this Section 9.10(c) (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by sending copies thereof by a recognized next day courier service to such Seller Party at its address specified in or designated pursuant to this Agreement. The Seller Parties agree that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. based thereon. (d) EACH PARTY OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT ACTION UNDER THIS SECTION 9.10. THE PARTIES HERETO AGREE THAT ANY OR ALL OF THEM MAY HAVE, AND AGREES NOT TO REQUEST, FILE A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY COURT ACTION OR ANY TRANSACTION CONTEMPLATED HEREBYPROCEEDING WHATSOEVER BETWEEN THEM THAT IS PERMITTED UNDER THIS SECTION 9.10 SHALL INSTEAD BE TRIED IN A DELAWARE COURT BY A JUDGE SITTING WITHOUT A JURY.

Governing Law; Consent to Jurisdiction. The corporate laws (a) This Guaranty shall be construed and interpreted, and the rights of the parties determined, in accordance with the law of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkWisconsin, without giving effect to any choice principles of conflicts of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause require the application of the laws of any jurisdictions other than the State of New York. another jurisdiction. (b) Each party hereby hereto irrevocably submits and unconditionally agrees to the exclusive jurisdiction of the state and federal courts sitting United States District Court for the Eastern District of Wisconsin or, in the City of New York, event that jurisdiction for any matter cannot be established in the United States District Court for the adjudication Eastern District of any dispute hereunder or Wisconsin, in connection herewith or therewiththe Circuit Court for Manitowoc County, or with any transaction contemplated solely in respect of the interpretation and enforcement of the provisions of this Guaranty and hereby or discussed hereinwaive, and hereby irrevocably waives, and agrees agree not to assert assert, as a defense in any suitaction, action suit or proceeding, any claim proceeding for the interpretation or CONFIDENTIAL AND PROPRIETARY EXECUTION VERSION enforcement hereof that it is not personally subject to the jurisdiction of any such court, thereto or that such suitaction, action suit or proceeding may not be brought or is brought not maintainable in an inconvenient forum said courts or that the venue of thereof may not be appropriate or that this Guaranty may not be enforced in or by such suitcourts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding is impropershall be heard and determined in such a court. Each party The parties hereby irrevocably waives personal service consent to and grant any such court jurisdiction over the person of such parties solely for such purpose and over the subject matter of such dispute and agree that mailing of process and consents to process being served or other papers in connection with any such suit, action or proceeding in the manner provided in Section 4.2 hereof or in such other manner as may be permitted by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service Law shall constitute good be valid 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 manner permitted by law. EACH PARTY . (c) THE GUARANTOR AND, BY ITS ACCEPTANCE OF THIS GUARANTY, WEPCO, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUESTPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR IN CONNECTION HEREWITH OR OTHERWISE) ARISING OUT OF OR RELATING TO, THIS AGREEMENT GUARANTY, OR THE ACTIONS OF ANY TRANSACTION CONTEMPLATED HEREBYPARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY Nothing contained herein shall be deemed or operate to preclude either party from bringing suit or taking other legal action against the other party in any other jurisdiction to collect on such party’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE PARTIES HEREBY IRREVOCABLY WAIVES WAIVE ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning without giving effect to the relative rights principles of conflicts of law. Each of the Company parties hereto hereby irrevocably and its shareholders. All other questions concerning unconditionally consents to submit to the construction, validity, enforcement and interpretation exclusive jurisdiction in the Court of this Agreement shall be governed by the internal laws Chancery of the State of New York, without giving effect to Delaware or any choice court of law or conflict of law provision or rule (whether of the United States located in the State of New York Delaware, for any action, proceeding or investigation in any other jurisdictionscourt or before any governmental authority ("Litigation") that would cause arising out of or relating to this Agreement and the application transactions contemplated hereby. Each of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitsuch Litigation, action or proceedingthe defense of sovereign immunity, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 6.12, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 to the fullest extent permitted by applicable law, that the Litigation in any such suit, action or proceeding court is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding Litigation is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party hereby of the parties irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of process and consents or relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement or the transactions contemplated hereby. (b) Each of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and agrees of the United States of America; provided that such consent by Xxxxxxx Xxxxx and BlackRock to jurisdiction and service contained in this Section 6.12 is solely for the purpose referred to in this Section 6.12 and shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall not be deemed to limit be a general submission to said courts or in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe State of Delaware other than for such purpose.

Governing Law; Consent to Jurisdiction. The corporate laws (a) THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE PROVINCE OF NOVA SCOTIA WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW. Any legal action or proceeding against the Guarantor with respect to this Guarantee or the Agreement may be brought in any provincial or federal court in the Province of the State of Delaware shall govern all issues concerning the relative rights of the Company Nova Scotia, and, by execution and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation delivery of this Agreement shall be governed by Guarantee, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party Guarantor hereby irrevocably submits to accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the state aforesaid courts. The Guarantor hereby irrevocably designates, appoints, and federal courts sitting in the City of New Yorkempowers Cxxx Xxxx, Wxxxxxxx Hxxx, Suite 2100, 1000 Xxxxxx Xxxxxx, Halifax, Nova Scotia B3J 2X6, as its designee, appointee and agent solely for the adjudication purpose of receiving, accepting and acknowledging for and on its behalf, and in respect of its property, service of any dispute hereunder or in connection herewith or therewithand all legal process, or with any transaction contemplated hereby or discussed hereinsummons, notices and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being documents which may be served in any such suitaction or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, the Guarantor agrees to designate a new designee, appointee and agent in the Province of Nova Scotia on the terms and for the purposes of this provision satisfactory to the Beneficiary. The Guarantor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by mailing a copy thereof delivered pursuant to such party at the address for such notices to it under notice provision contained in Section 8 of this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofGuarantee. Nothing contained herein shall be deemed to limit in any way any affect the right of the Beneficiary to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYlaw or to commence legal proceedings or otherwise proceed against the Guarantor in any other jurisdiction. (b) The Guarantor hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Guarantee brought in the courts referred to in Section 10(a) and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in any inconvenient forum.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkWashington, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Washington or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New YorkWashington. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkSeattle, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.. Mogul Energy International, Inc. Regulation S Offering December 12, 2007

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement (a) This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without but giving effect to any choice of federal law or conflict of law provision or rule applicable to national banks. (whether of the State of New York or any other jurisdictionsb) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party Seller hereby irrevocably submits and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the United States District Court for the Southern District Of New York and of any New York state and federal courts court sitting in the City of New YorkYork for purposes of all legal proceedings arising out of or relating to this Amendment or the Transactions contemplated hereby, or for the adjudication recognition or enforcement of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed hereinjudgment, and each Party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against Buyer may only) be heard and determined in such state court or, to the extent permitted by law, in such federal court. Seller hereby irrevocably waives, to the fullest extent it may effectively do so, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that proceeding brought in such suit, action or proceeding is a court has been brought in an inconvenient forum or that forum. Nothing in this Section 3.11 shall affect the venue right of such suit, Buyer to bring any action or proceeding is improperagainst Seller or its Property in the courts of other jurisdictions. Each party hereby irrevocably waives personal service of process and consents to process being served Party agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to the service of any and all process in any such action or proceeding by the mailing a copy thereof of copies of such process to such party it at the its address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service hereunder specified in Section 14 of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe Repurchase Agreement.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether Laws of the State of New York without giving effect to the principles of conflicts of law thereof. (b) Each of the parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other jurisdictions) that would cause party or its successors or assigns may be brought and determined exclusively in any federal or state court located in the application State and County of New York (the “Applicable Courts”), and each of the laws of any jurisdictions other than the State of New York. Each party parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive jurisdiction of the state Applicable Courts and federal courts sitting in the City of New York, agrees that it will not bring any legal action or proceeding with respect to this Agreement or for the adjudication recognition and enforcement of any dispute hereunder or judgment in connection herewith or therewith, or with respect hereof in any transaction contemplated hereby or discussed herein, and court other than the Applicable Courts. Each of the parties hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the Applicable Courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such courtApplicable Court or from any legal process commenced in such Applicable Court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the action in any such suit, action or proceeding Applicable Court is brought in an inconvenient forum or that forum, (ii) the venue of such suit, action or proceeding is improperimproper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such Applicable Courts. Each party hereby Party irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 4.2; provided that nothing in this Agreement and agrees that such service shall constitute good and sufficient service affect the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right Party to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYApplicable Law.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by construed and enforced in accordance with the internal laws of the State of New York (without regard to conflicts of laws principles). Any proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in New York County, New York, without giving effect to any choice of law or conflict of law provision or rule (whether and each of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby parties hereto irrevocably submits to the exclusive jurisdiction of the state each such court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of such proceeding shall be heard and federal courts sitting determined only in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, such court and agrees not to assert bring any claim or proceeding arising out of or relating to this Agreement in any suitother court. The parties hereto agree that any of them may file a copy of this paragraph with any court as written evidence of the knowing, action voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any such proceeding referred to in the second sentence of this section may be served on any party anywhere in the world. If any of Buyer, Globalstar or, after Closing, the Subsidiaires (the “Globalstar Parties”), on the one hand, or Loral Space, Sellers, Quota Sellers or, before Closing, the Subsidiaries (the “Loral Parties”), on the other hand, files a claim or proceeding in a jurisdiction other than the exclusive jurisdiction selected by this Section 18, then the Globalstar Parties or Loral Parties filing such claim or proceeding, any claim that it is not personally subject as the case may be, shall be liable for immediate payment of US$1,000,000 in the aggregate to the jurisdiction of any such courtLoral Parties or the Globalstar Parties, that such suitas the case may be, action against whom the claim or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address was filed as liquidated damages for such notices breach of this Section 18. This Section shall not apply to it under this Agreement and agrees that such service shall constitute good and sufficient service the enforcement of process and notice thereof. Nothing contained herein shall be deemed an arbitrator’s award pursuant to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYSection 19(g) hereof.

Governing Law; Consent to Jurisdiction. The corporate This Agreement and any action, suit, dispute, controversy or claim arising out of this Agreement, or the validity, interpretation, breach or termination of this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning without the relative rights application of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation principles of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice conflicts of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause result in the application of the laws of any jurisdictions other than the State of New Yorkanother jurisdiction. Each party hereby of the parties irrevocably submits consents to the exclusive jurisdiction and venue of the state and Chancery Court of the State of Delaware, or if such court declines jurisdiction, then to any federal courts sitting court located in the City of New YorkWilmington, for the adjudication of Delaware and, in either case, any dispute hereunder or appellate court therefrom in connection herewith or therewith, or with any transaction contemplated matter based upon or arising out of this Agreement, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such Person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each party may do so only if he, she or it hereby or discussed herein, and hereby irrevocably waives, and agrees shall not to assert as a defense in any suitlegal dispute, action or proceeding, any claim that it that: (i) such Person is not personally subject to the jurisdiction of the above named courts for any reason; (ii) such Legal Proceeding may not be brought or is not maintainable in such court, that ; (iii) such suit, action Person’s property is exempt or proceeding immune from execution; (iv) such Legal Proceeding is brought in an inconvenient forum forum; or that (v) the venue of such suit, action or proceeding Legal Proceeding is improper. Each party hereby irrevocably waives personal agrees not to commence or prosecute any such action, claim, cause of action or suit other than before one of the above-named courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each party hereby consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 13. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVENotwithstanding the foregoing in this Section 14(a), AND AGREES NOT TO REQUESTany party may commence any action, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYclaim, cause of action or suit in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement This Warrant shall be governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect regard to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) principles that would cause result in the application of the laws of any jurisdictions law other than the law of the State of New York. Each party hereby The Company, and by its acceptance hereof, the holder of this Warrant each irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in of the City State of New York, York located in New York County and the United States District Court for the adjudication Southern District of New York for the purpose of any dispute hereunder suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceedingproceeding may be served on the Company and such holder anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company, any claim that it is not personally subject and by its acceptance hereof, the holder of this Warrant each irrevocably consents to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served court in any such suit, action or proceeding and to the laying of venue in such court. The Company, and by mailing a copy thereof its acceptance hereof, the holder of this Warrant each irrevocably waives any objection to the laying of venue of any such party at the address for suit, action or proceeding brought in such notices to it under this Agreement courts and agrees irrevocably waives any claim that any such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit suit, action or proceeding brought in any way any right to serve process such court has been brought in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYan inconvenient forum.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company execution, interpretation, and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation performance of this Agreement shall be governed by the internal laws of the State of New York, York without giving effect to any choice of law or conflict of law laws provision or rule (whether of the State of New York or any other jurisdictionsjurisdiction) that would cause the application of the laws law of any jurisdictions other jurisdiction other than the State of New York. Each party EACH PARTY HERETO, TO THE EXTENT IT MAY LAWFULLY DO SO, HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY AND THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AS WELL AS TO THE JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN OR OTHER REVIEW SOUGHT FROM THE AFORESAID COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF SUCH PARTY’S OBLIGATIONS UNDER OR WITH RESPECT TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY (OTHER THAN THE CONFIDENTIALITY AGREEMENT), AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS. The parties hereby irrevocably submits consent to and grant any such court jurisdiction over the person of such parties and, to the exclusive jurisdiction extent permitted by Law, over the subject matter of the state such dispute and federal courts sitting in the City agree that mailing of New York, for the adjudication of any dispute hereunder process or other papers in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum the manner provided in Section 10.8 or that the venue of in such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding other manner as may be permitted by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service Law shall constitute good be valid and sufficient service of process and notice thereof. Nothing contained herein shall be deemed in this Agreement will affect the right of any party to limit in any way any right this Agreement to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYLaw.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning the relative rights Delaware, regardless of the Company laws that might otherwise govern under applicable principles of conflicts of law thereof. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, and nothing herein shall affect the right of any party to serve legal process in any other manner permitted by applicable law, (ii) irrevocably and unconditionally consents and submits itself and its shareholders. All other questions concerning properties and assets in any action or proceeding to the constructionexclusive general jurisdiction of the Delaware Court of Chancery (or, validityonly if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, enforcement and interpretation any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof, (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be governed by brought, tried and determined only in the internal laws Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of New YorkDelaware), without giving effect (v) waives any objection that it may now or hereafter have to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws venue of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting such action or proceeding in the City of New York, for the adjudication of any dispute hereunder such court or that such action or proceeding was brought in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, an inconvenient court and agrees not to assert plead or claim the same and (vi) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any suit, action or proceeding, court other than the aforesaid courts. Each Investor and Parent agrees that a final judgment in any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding other manner provided by mailing a copy thereof to such party at the address for such 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 manner permitted by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE HOLDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST COMPANY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws This Upside Right, and all Actions (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Upside Right, or the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the constructionnegotiation, validity, enforcement and interpretation execution or performance of this Agreement Upside Right (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Upside Right or as an inducement to enter into this Upside Right), shall in all respects be governed by by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether Laws of the State of New York applicable to agreements made and to be performed entirely within such state without giving effect to any conflicts of law principles of such state that might refer the governance, construction or any other jurisdictions) that would cause interpretation of such agreements to the application Laws of another jurisdiction, except to the extent the provisions of the laws Laws of Bermuda are mandatorily applicable to this Upside Right. All Actions arising out of or relating to the interpretation and enforcement of the provisions of this Upside Right (except to the extent any jurisdictions other than such proceeding mandatorily must be brought in Bermuda) shall be heard and determined in the Courts of the State of New York sitting in the County of New York, the United States District Court for the Southern District of New York and, in each case, any appellate court therefrom. Each party The Company, and the Holder by acceptance of this Upside Right, hereby irrevocably submits to the exclusive jurisdiction and venue of the state and federal such courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to such Actions and irrevocably waives the jurisdiction defense of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal set forth in this Section 13 shall not constitute general consents to service of process in the State of New York and consents shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to process being served confer rights on any Person other than the Company and the Holder. The Company, and the Holder by acceptance of this Upside Right, agrees that a final judgment in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 Action shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way other manner provided by applicable Law; provided, however, that nothing contained in the foregoing shall restrict any right party’s rights to serve process in seek any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEpost-judgment relief regarding, AND AGREES NOT TO REQUESTor any appeal from, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa final trial court judgment.

Governing Law; Consent to Jurisdiction. The corporate (a) This Agreement shall be governed by and construed and enforced under the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect to the provisions thereof relating to conflicts of law. (b) To the fullest extent permitted by applicable law, and except to the extent permitted by Section 18(d) of this Agreement, the Company and Indemnitee hereby (i) agree that all claims, controversies or disputes arising out of or relating to this Agreement shall be exclusively resolved by the Court of Chancery, (ii) irrevocably consent and submit to the exclusive personal jurisdiction of the Court of Chancery in any choice action, suit or proceeding in respect of law any claim, controversy or conflict dispute arising out of law provision or rule relating to this Agreement, (whether iii) waive and agree not to assert in defense of any claim of improper venue or any claim that the Court of Chancery is an inconvenient forum in any action, suit or proceeding in respect of any claim, controversy or dispute arising out of or relating to this Agreement, (iv) appoint, to the extent that the Company or Indemnitee, as applicable, is not otherwise subject to service of process in the State of Delaware, Corporation Service Company, 000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (or such other registered agent at such other registered office in the State of Delaware listed on the records of the Secretary of State of the State of Delaware as the Company’s agent for service of process in the State of Delaware), and (v) agree that the mailing of process and other papers in connection with any such action, suit or proceeding in the manner provided in Section 22 of this Agreement or in such other manner as may be permitted by applicable law, shall be valid and sufficient service thereof. (c) EACH OF THE COMPANY AND INDEMNITEE ACKNOWLEDGE AND AGREE THAT ANY CLAIM, CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND THEREFORE EACH OF THE COMPANY AND INDEMNITEE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF ANY CLAIM, CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE COMPANY AND INDEMNITEE CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS MADE IN THIS SECTION 18(c). (d) Any claim, controversy or dispute arising out of or relating to this Agreement (other than one for specific performance, injunctive relief or other equitable relief) may, to the fullest extent permitted by applicable law, be resolved by a binding arbitration to be held in New York, New York and administered by the American Arbitration Association (the “AAA”) under the then-prevailing Commercial Arbitration Rules and Mediation Procedures of the AAA. It is the mutual intention of the Company and Indemnitee that the tribunal of one (1) arbitrator be constituted as such as practicable following the submission of any claim, controversy or dispute arising out of or relating to this Agreement to arbitration. Once the arbitrator is appointed, except as otherwise agreed in writing by the Company, on the one hand, and Indemnitee, on the other hand, or as ordered by the arbitrator upon a showing of substantial justification, the hearing on such claim, controversy or dispute shall be held not later than sixty (60) days of such appointment. The arbitrator shall render the arbitrator’s final award not later than sixty (60) days after the hearing on such claim, controversy or dispute, subject to extension by the arbitrator upon a showing of substantial justification. Any discovery in the arbitration shall be limited to information directly relevant to the claim, controversy or dispute subject to the arbitration. The judgment on the award rendered by the arbitrator with respect to the claim, controversy or dispute submitted to arbitration shall, to the fullest extent permitted by applicable law, be final and binding and may be enforced in the Court of Chancery or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive court having jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Agreement (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdictions) that would cause state and federal courts sitting in the application of the laws of any jurisdictions other than the State City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suitaction, action suit or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in 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 such 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. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholdersThis Amendment No. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement 2 shall be governed by and construed in accordance with the internal laws of the State of New YorkYork (without reference to the conflicts of law provisions thereof). Any dispute regarding this Amendment No. 2 shall be exclusively referred to arbitration in London and conducted in accordance with the Arbitration Xxx 0000 (England and Wales) or any statutory modification or re-enactment thereof, without giving effect and the parties agree to submit to the personal and exclusive jurisdiction and venue of such arbitrators. Any and all disputes hereunder shall be referred by the parties hereto to three arbitrators, each party to appoint one arbitrator and the two so appointed shall appoint the third who shall act as chairman of such panel of arbitrators. Upon receipt by one party of the nomination in writing of such other party’s arbitrator, that party shall appoint its arbitrator within ten days, failing which the decision of the single arbitrator appointed shall apply. The two arbitrators so appointed shall appoint the third arbitrator within ten days, failing which the third arbitrator shall be appointed by the President of the London Maritime Arbitrators Association (“LMAA”) at the time within twenty one days of the two arbitrators being appointed. The arbitration shall be conducted in accordance with the terms of the LMAA then in effect. The parties agree that any tribunal constituted under this Agreement shall have the power to order consolidation of proceedings or concurrent hearings in relation to any choice and all disputes arising out of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith with this Amendment No. 2 or therewiththe other documents contemplated thereby, which involve common questions of fact or with any transaction contemplated hereby or discussed hereinlaw, and hereby irrevocably waivesto make any orders ancillary to the same, and agrees not to assert in any suitincluding, action or proceedingwithout limitation, any claim that it is not personally subject orders relating to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that procedures to be followed by the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served parties in any such suitconsolidated proceedings or concurrent hearings. Consolidated disputes are to be heard by a maximum of three arbitrators, action or proceeding by mailing a copy thereof each party to such party at have the address for such 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 appoint one arbitrator. In case a dispute arises as to whether consolidation is appropriate (including without limitation conflicting orders of relevant tribunals) and/or as to the constitution of the tribunal for any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEsuch consolidated proceedings, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYeach party shall have the right to apply to the President for the time being of the LMAA for final determination of the consolidation of the proceedings and/or constitution of such tribunal.

Governing Law; Consent to Jurisdiction. The corporate laws THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the State parties agrees that all actions, suits or proceedings arising out of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of or based upon this Agreement or the subject matter hereof shall be governed by brought and maintained exclusively in the internal laws federal and state courts of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party of the parties hereto by execution hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the federal and state and federal courts sitting in the City State of New York, York for the adjudication purpose of any dispute hereunder action, suit or in connection herewith proceeding arising out of or therewith, based upon this Agreement or with any transaction contemplated the subject matter hereof and (ii) hereby or discussed herein, and hereby irrevocably waiveswaives to the extent not prohibited by applicable law, and agrees not to assert assert, by way of motion, as a defense or otherwise, in any suitsuch action, action suit or proceeding, any claim that it is not subject personally subject to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such courtaction, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such suitaction, action suit or proceeding is brought or maintained in an inconvenient one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or that this Agreement or the venue subject matter hereof may not be enforced in or by any of such suit, action or proceeding is improperthe above-named courts. Each party of the parties hereto hereby irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding in any manner permitted by mailing a copy thereof to such party the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, at the address for such notices specified in or pursuant to it under this Agreement Section 4.1 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that such service shall of process made in accordance with Sections 4.1 and 4.2 does not constitute good and sufficient service of process and notice thereofprocess. Nothing contained herein The provisions of this Section 4.2 shall be deemed not restrict the ability of any party to limit enforce in any way court any right to serve process judgment obtained in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa federal or state court of the State of New York.

Governing Law; Consent to Jurisdiction. The corporate laws THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK). Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether Supreme Court of the State of New York or any other jurisdictions) that would cause the application sitting in Xxx Xxxx Xxxxxx xxx xx xxx Xxxxxx Xxxxxx District Court of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for the adjudication recognition or enforcement of any dispute hereunder judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in connection herewith any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party may otherwise have to bring any action or therewith, proceeding relating to this Agreement against any such Grantor or with its properties in the courts of any transaction contemplated hereby or discussed herein, and jurisdiction. Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assert in the laying of venue of any suit, action or proceedingproceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, any claim that it is not personally subject to the jurisdiction fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws This Agreement and all matters arising out of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of or relating to this Agreement shall will be governed by by, and construed in accordance with, the internal laws of the State of New YorkYork applicable to Contracts executed in and to be performed entirely within such State, without giving effect to any choice the principles of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) Laws that would cause require or permit the application of the laws Laws of any jurisdictions other than the State of New Yorkjurisdiction. Each party hereby of the parties irrevocably submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of the state and federal courts sitting any court in the Borough of Manhattan, City of New York, State of New York in any Action arising out of or relating to this Agreement, the agreements delivered in connection with this Agreement, or the Transaction, or for the adjudication recognition or enforcement of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed hereinjudgment relating thereto, and hereby each of the parties irrevocably waives, and unconditionally (a) agrees not to assert commence any such Action except in such courts, (b) agrees that any suitclaim in respect of any such Action may be heard and determined in such court or, action or proceedingto the extent permitted by Law, in such Federal court, (c) waives, to the fullest extent it may legally and effectively do so, any claim that objection which it is not personally subject may now or hereafter have to the jurisdiction laying of venue of any such Action in any such court, that such suitand (d) waives, action or proceeding is brought in to the fullest extent permitted by Law, the defense of an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperAction in any such court. Each party hereby of the parties agrees that a final judgment in any such Action will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under this Agreement in Section 8.2 and agrees that such service shall constitute good and sufficient to submit to extraterritorial service of process and notice thereofshould such service become necessary. Nothing contained herein shall be deemed to limit in this Agreement will affect the right of any way any right party to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYapplicable Law.

Governing Law; Consent to Jurisdiction. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF NEW YORK. (b) The corporate laws Subordinated Creditor hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the State of Delaware shall govern all issues concerning United States District Court for the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State Southern District of New York, without giving effect to and of any choice of law or conflict of law provision or rule (whether state court of the State of New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state court or, to the extent permitted by applicable law, such Federal court; provided, however, that the foregoing submission shall not be deemed to waive or restrict any right to seek the removal of any such suit, action, or proceeding from any such state court to such Federal district court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other jurisdictions) Senior Debt Document shall affect any right that would cause the application of the laws of Agent or Lender may otherwise have to bring any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought relating to this Agreement or any other Senior Debt Document against the Subordinated Creditor or its properties in an inconvenient forum the courts of any jurisdiction. (c) The Subordinated Creditor irrevocably and unconditionally waives any objection which it may now or that hereafter have to the laying of venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding described in paragraph (b) of this Section and brought in any court referred to in paragraph (b) of this Section. Each of the parties irrevocably waives, to the fullest extent permitted by mailing a copy thereof applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient irrevocably consents to the service of process and notice thereofin the manner provided for notices in Section 8. Nothing contained herein shall be deemed to limit in this Agreement or in any way other Senior Debt Document will affect the right of any right party hereto to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of Section 13.1 Governing Law; Consent to Jurisdiction. (a) THIS NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Any legal action or proceeding with respect to this Note Purchase Agreement may be brought in the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether courts of the State of New York located in the Borough of Manhattan, The City of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and United States federal courts court sitting in the Borough of Manhattan, The City of New York, and, by execution and delivery of this Note Purchase Agreement, each party hereto consents, for the adjudication itself and in respect of any dispute hereunder or in connection herewith or therewithits property, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the non-exclusive jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperthose courts. Each party hereby hereto irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofin Section 9.1. Nothing contained herein in this Note Purchase Agreement shall be deemed to limit in affect the right of any way any right party hereto to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereto irrevocably waives, AND AGREES NOT TO REQUESTto the maximum extent permitted by law, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Note Purchase Agreement or any document related hereto. Each party hereto waives personal service of any summons, complaint or other process, which may be made by any other means permitted by New York law. (c) If, for the purpose of obtaining a judgment or order in any court, it is necessary to convert a sum due hereunder to any Noteholder from U.S. dollars into another currency, each of the Issuer and the Parent has agreed, and each Noteholder by holding an Original Class A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYNote will be deemed to have agreed, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, such party could purchase U.S. dollars with such other currency in the Borough of Manhattan, The City of New York on the Business Day preceding the day on which final judgment is given. (d) The obligation of each of the Issuer and the Parent in respect of any sum payable by it to a Noteholder shall, notwithstanding any judgment or order in a Judgment Currency, be discharged only to the extent that, on the Business Day following receipt by such Noteholder of such security of any sum adjudged to be so due in the Judgment Currency, such Noteholder may in accordance with normal banking procedures purchase U.S. dollars with the Judgment Currency. If the amount of U.S. dollars so purchased is less than the sum originally due to such Noteholder in the Judgment Currency (determined in the manner set forth in Section 13.1(b)), each of the Issuer and the Parent agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Noteholder against such loss, and, if the amount of the U.S. dollars so purchased exceeds the sum originally due to such Noteholder, such Noteholder agrees to remit to the Issuer or the Parent, as the case may be, such excess, provided that such Noteholder shall have no obligation to remit any such excess to the extent that the Issuer or the Parent, as the case may be, shall have failed to pay such Noteholder any obligations due and payable under the Original Class A Notes of such Noteholder, in which case such excess may be applied to such obligations of the Issuer or the Parent, as the case may be, under such Original Class A Notes in accordance with the terms thereof. The foregoing indemnity shall constitute a separate and independent obligation of the Issuer and the Parent and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by construed, performed and enforced in accordance with the internal laws of the State of New York, York without giving effect to any choice its principles or rules of law or conflict of law provision laws to the extent such principles or rule (whether of the State of New York rules are not mandatorily applicable by statute and would require or any other jurisdictions) that would cause permit the application of the laws of any jurisdictions other than the State of New Yorkanother jurisdiction. Each party of the Parties hereby irrevocably submits and unconditionally submits, for itself and for its property, to the exclusive jurisdiction of any New York State court or Federal court of the state and federal courts United States of America sitting in the New York City of New Yorkand any appellate court from any court thereof, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingproceeding arising out of or relating to this Agreement or the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, any claim and each Party hereby irrevocably and unconditionally agrees that it is not personally subject to the jurisdiction all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party hereby irrevocably and unconditionally waives, that such to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding is brought arising out of or relating to this Agreement or the transactions contemplated hereby in any New York State or Federal court. Each Party hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperin any such court. Each party hereby Party irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 10.8 of the Purchase Agreement. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right Party to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. (a) THIS INDENTURE, THE NOTES, THE GUARANTEES, AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER AND THEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, TO THE EXCLUSION OF THE APPLICATION OF THE PROVISIONS OF ARTICLES 470-1 TO AND INCLUDING 470-19 OF THE LUXEMBOURG COMPANIES LAW. (b) The corporate laws parties hereto (and each holder of the State of Delaware shall govern all issues concerning the relative rights of the Company and a Note by its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionsacceptance thereof) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits submit to the non-exclusive jurisdiction of the state and any New York State or federal courts court sitting in the Borough of Manhattan, City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in over any suit, action or proceedingproceeding arising out of or relating to this Indenture. To the fullest extent permitted by applicable law, each irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not personally subject to the jurisdiction of any such court, any objection that such suit, action it may now or proceeding is brought in an inconvenient forum or that hereafter have to the laying of the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding brought in any such court, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, and any right to which it may be entitled on account of place or residence or domicile. (c) Each Issuer and Guarantor not resident in the United States hereby appoints Holdings, c/o Corporation Service Company, 000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, XX 00000, or any successor so long as such successor is resident in the United States and can act for this purpose, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Indenture, the Notes or the Guarantees or the transactions contemplated herein which may be instituted in any New York State or federal court sitting in the Borough of Manhattan, City of New York, by mailing a copy thereof any holder or the Trustee. Holdings has accepted such appointment and has agreed to act as said agent for service of process, and each such party at Issuer and Guarantor agrees to take any and all action, including the address for filing of any and all documents that may be necessary to continue such notices to it under this Agreement respective appointment in full force and agrees that such service effect as aforesaid. Service of process upon Holdings and/or the Authorized Agent shall constitute good and sufficient be deemed, in every respect, effective service of process upon the applicable Issuers and notice thereofGuarantors, as applicable. Each Issuer and Guarantor not resident in the United States waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect to it. Nothing contained herein shall be deemed in this Indenture will affect the right of any party to limit in this Indenture or any way any right holder to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE. (d) To the fullest extent permitted by law, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany Issuer or Guarantor not resident in the United States irrevocably waives any immunity (sovereign or otherwise) it may have under non-U.S. law or otherwise in relation to the jurisdiction or ruling of any aforementioned New York State or federal courts or other courts of competent jurisdiction.

Governing Law; Consent to Jurisdiction. The corporate laws This Upside Right, and all Actions (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Upside Right, or the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the constructionnegotiation, validity, enforcement and interpretation execution or performance of this Agreement Upside Right (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Upside Right or as an inducement to enter into this Upside Right), shall in all respects be governed by by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether Laws of the State of New York applicable to agreements made and to be performed entirely within such state without giving effect to any conflicts of law principles of such state that might refer the governance, construction or any other jurisdictions) that would cause interpretation of such agreements to the application Laws of another jurisdiction, except to the extent the provisions of the laws Laws of Bermuda are mandatorily applicable to this Upside Right. All Actions arising out of or relating to the interpretation and enforcement of the provisions of this Upside Right (except to the extent any jurisdictions other than such proceeding mandatorily must be brought in Bermuda) shall be heard and determined in the Courts of the State of New York sitting in the County of New York, the United States District Court for the Southern District of 1006107100v8 New York and, in each case, any appellate court therefrom. Each party The Company, and the Holder by acceptance of this Upside Right, hereby irrevocably submits to the exclusive jurisdiction and venue of the state and federal such courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to such Actions and irrevocably waives the jurisdiction defense of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal set forth in this Section 13 shall not constitute general consents to service of process in the State of New York and consents shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to process being served confer rights on any Person other than the Company and the Holder. The Company, and the Holder by acceptance of this Upside Right, agrees that a final judgment in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 Action shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way other manner provided by applicable Law; provided, however, that nothing contained in the foregoing shall restrict any right party’s rights to serve process in seek any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEpost-judgment relief regarding, AND AGREES NOT TO REQUESTor any appeal from, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa final trial court judgment.

Governing Law; Consent to Jurisdiction. The corporate (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning without reference to the relative rights choice of law principles thereof. (b) The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the Company and its shareholders. All United States District Court for the Southern District of New York located in New York County (or any other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of court in the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State County of New York if it is determined that the United States District Court for the Southern District of New York located in New York County does not have jurisdiction over such action) for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the United States District Court for the Southern District of New York located in New York County (or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than state court in the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City , County of New York, York if it is determined that the United States District Court for the adjudication Southern District of any dispute hereunder or New York located in connection herewith or therewithNew York County does not have jurisdiction over such action), and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or with any transaction contemplated hereby or discussed hereinotherwise, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum or forum, that the venue of such the suit, action or proceeding is improperimproper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each party hereby irrevocably waives personal service of process and the parties to this Agreement consents to process being served personal jurisdiction for any equitable action sought in the United States District Court for the Southern District of New York located in New York County (or any other court in the State of New York, County of New York if it is determined that the United States District Court for the Southern District of New York located in New York County does not have jurisdiction over such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYaction) having subject matter jurisdiction.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, York without giving effect regard to any the choice of law or conflict principles thereof, except that the Shares and the designations, powers, preferences, rights of, and the qualification, limitations and restrictions on, the Shares issued pursuant to this Agreement shall be governed by the laws of law provision or rule (whether the Commonwealth of Massachusetts. Each of the parties hereto irrevocably submits to the jurisdiction of the courts of the State of New York or any other jurisdictions) that would cause located in New York County and the application United States District Court for the Southern District of New York for the laws purpose of any jurisdictions other than suit, action, proceeding or judgment relating to or arising out of this Agreement and the State transactions contemplated hereby. Service of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or process in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served court in any such suit, action or proceeding by mailing a copy thereof and to the laying of venue in such court. Each party at hereto irrevocably waives any objection to the address for laying of venue of any such notices to it under this Agreement suit, action or proceeding brought in such courts and agrees irrevocably waives any claim that any such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit suit, action or proceeding brought in any way any right to serve process such court has been brought in any manner permitted by lawan inconvenient forum. THE COMPANY AND EACH PARTY OF THE INVESTORS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH LEGAL PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY AND THEREBY.

Governing Law; Consent to Jurisdiction. The corporate This Agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect to any choice of law or conflict of law laws provision or rule (whether of the State of New York Delaware or any other jurisdictionsjurisdiction) that would cause the application of the laws Laws of any jurisdictions jurisdiction other than the State of New YorkDelaware. Each party of the parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the state and Delaware Court of Chancery, any other court of the State of Delaware or any federal courts court sitting in the City State of New York, for Delaware in the adjudication of event any dispute hereunder arises out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in connection herewith any court other than the Delaware Court of Chancery, any other court of the State of Delaware or therewithany federal court sitting in the State of Delaware, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably (iv) waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assert in the laying of venue of any suit, action or proceeding, proceeding arising out of or relating to this Agreement and (v) agrees that each of the other parties shall have the right to bring any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought for enforcement of a judgment entered by the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in an inconvenient forum or the State of Delaware. Each party hereto agrees that the venue of such suit, a final judgment in any action or proceeding is impropershall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each party hereby hereto irrevocably waives personal consents to the service of process and consents outside the territorial jurisdiction of the courts referred to process being served in this Section 5.6 in any such suit, action or proceeding by mailing copies thereof by registered or certified U.S. mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 5.7. However, the foregoing shall not limit the right of a copy thereof party to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient effect service of process and notice thereof. Nothing contained herein shall be deemed to limit in on the other party by any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYother legally available method.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect York (excluding the laws applicable to any conflicts or choice of law or conflict of law provision or rule law, other than General Obligations Law ss.ss.5-1401 and 5-1402). (whether b) Each of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any court of New York State or any Federal court of the state and federal courts United States of America, in either case sitting in the City County of New York, for and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction transactions contemplated hereby or discussed hereinfor recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto hereby irrevocably and unconditionally waives, the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assert in the laying of venue of any suit, action or proceedingproceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any New York State or Federal court described in the first sentence of this Section 11.8(b). Each of the parties hereto hereby irrevocably waives, any claim that it is not personally subject to the jurisdiction fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court, that such suit, action or proceeding is brought in an inconvenient forum or that . (c) Each of the venue of such suit, action or proceeding is improper. Each party parties hereto hereby irrevocably waives personal and unconditionally consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofAgreement. Nothing contained herein shall be deemed in this Agreement will affect the right of any party to limit in any way any right this Agreement to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The corporate laws Company and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Indenture and any of the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Indenture shall affect any right that the Trustee, Agent, or Holder any otherwise have to bring any action or proceeding relating to this Indenture against the Company or any other jurisdictions) that would cause Guarantor or their properties in the application of the laws courts of any jurisdictions other than jurisdiction to enforce any judgment, order or process entered by such courts situate within the State of New York. Each party hereby irrevocably submits York or to enjoin any violations hereof or for relief ancillary hereto or otherwise to collect on loans or enforce the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication payment of any dispute hereunder Notes or in connection herewith to enforce, protect or therewith, maintain their rights and Claims or with for any transaction contemplated hereby or discussed herein, other lawful purpose. The Company and hereby irrevocably waives, and each Guarantor further agrees not to assert in that any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum against the Trustee, Agent or that any Holder, if brought by the venue of such suitCompany or any Guarantor, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 brought only in New York State or, to limit in any way any right to serve process in any manner the extent permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYin such Federal court.