Common use of Governing Law Jurisdiction Etc Clause in Contracts

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions). (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, 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 any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes Guarantee Supplement shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions)York. (b) Each of the parties hereto undersigned hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State state court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Guarantee Supplement, the Guarantee or any of the other Loan Finance Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto undersigned hereby 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 state court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto undersigned hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02set forth below its name on the signature page to this Guarantee Supplement, or by any other method permitted under by applicable law. Each of the parties hereto undersigned 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. Nothing in this Agreement Guarantee Supplement or the Guarantee shall affect any right that any of the parties hereto party may otherwise have to bring any action or proceeding relating to this Agreement Guarantee Supplement, the Guarantee or any of the other Loan Finance Documents in the courts of any jurisdiction. (c) Each of the parties hereto undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Guarantee Supplement or any of the other Loan Finance Documents to which it is a party in any New York State state court or federal court. Each of the parties hereto undersigned hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions)York. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, 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 any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, the The laws of the State of New York will govern this Agreement and any claim, controversy, dispute or cause of action (without reference whether in contract or tort or otherwise) based upon, arising out of or relating to conflict of laws provisions)this Agreement and the transactions contemplated hereby and thereby. (b) Each of the parties hereto hereby Pledgor irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property and assets, to the nonexclusive jurisdiction litigation or proceeding of any kind whatsoever, whether in law or equity, or whether in contract or tort or otherwise, against any Secured Party in any way relating to this Agreement or the transactions contemplated hereby, in any forum other than the courts of the State of New York State court or any federal court sitting in the city of New York, borough of Manhattan, and of the United States District Court of America sitting in New York City, 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 Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined brought in any such New York State court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action action, litigation 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. Nothing in this Agreement herein shall affect any right that any of the parties hereto each Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against Pledgor or any of the other Loan Documents its properties in the courts of any jurisdiction. (c) Each of the parties hereto Pledgor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal courtsuch court referred to in Section 31(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Pledgor irrevocably consents to the service of process in the manner provided for notices in Section 22 and agrees that nothing herein will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall in all respects be governed by, and construed in accordance with, with and governed by the laws of the State of New York (Delaware, without reference regard to conflict the principles of conflicts of laws provisions)thereof. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, submits to the nonexclusive jurisdiction of any New York State Delaware state court or any federal court of the United States of America sitting in New York City, New Yorkthe State of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 any such New York State court Delaware state or, to the fullest extent permitted under applicable by law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it either of them may legally and effectively do so, any objection that it either of them may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State Delaware state or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes other Loan Documents and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws law of the State of New York (without reference to conflict of laws provisions). (b) Each of the parties hereto hereby Texas. The Borrower irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property and assets, to the nonexclusive jurisdiction litigation or proceeding of any New York State court kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Lender or any federal court Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of Texas sitting in Dallas County, and of the United States District Court of America sitting in New York City, New Yorkthe Northern District of Texas, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in any such New York Texas State court or, to the fullest extent permitted under applicable lawby Applicable Law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action action, litigation 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. Nothing in this Agreement or in any other Loan Document shall affect any right that any of the parties hereto Lender may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents Document against the Borrower or any other Credit Party or its properties in the courts of any jurisdiction. (c) Each of the parties hereto . The Borrower and each other Credit Party irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party Document in any New York State or federal courtcourt referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawApplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes other Loan Documents shall be governed by, and construed in accordance with, with and governed by the laws law of the State of New York (without reference to conflict of laws provisions)York. (b) Each of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Lender relating to this Agreement, any other Loan Document or the consummation or administration of the transactions contemplated hereby or thereby shall be construed in accordance with and governed by the law of the State of New York. (c) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assetsproperty, to the nonexclusive exclusive jurisdiction of any New York State court or any federal court of the United States District Court for the Southern District of America 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 City, New Yorksitting in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a partyDocument or the transactions relating hereto or thereto, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties hereto 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 the Administrative Agent or any of its Related Parties may only) be heard and determined in any such Federal (to the extent permitted by law) or New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any of the parties hereto L/C Issuer or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, any Loan Party or any of the other Loan Documents its properties in the courts of any jurisdiction. (cd) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party Document in any New York State or federal courtcourt referred to in paragraph (c) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (e) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.02. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes Guarantee Supplement --------------------------------- shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions)York. (b) Each of the parties hereto The undersigned hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State state court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Guarantee Supplement, the Guarantee or any of the other Loan Finance Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto undersigned hereby 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 state court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto The undersigned hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02set forth below its name on the signature page to this Guarantee Supplement, or by any other method permitted under by applicable law. Each of the parties hereto The undersigned 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. Nothing in this Agreement Guarantee Supplement or the Guarantee shall affect any right that any of the parties hereto party may otherwise have to bring any action or proceeding relating to this Agreement Guarantee Supplement, the Guarantee or any of the other Loan Finance Documents in the courts of any jurisdiction. (c) Each of the parties hereto The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Guarantee Supplement or any of the other Loan Finance Documents to which it is a party in any New York State state court or federal court. Each of the parties hereto The undersigned hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This IP Security Agreement and the Notes shall be governed by, and construed in accordance with, with and governed by the laws law of the State of New York (without reference regard to conflict conflicts of laws provisions)law principles. (b) Each of the parties hereto Grantor and each other party to this IP Security Agreement hereby irrevocably and unconditionally submits, for itself and its property and assetsproperty, to the nonexclusive exclusive jurisdiction of any New York State federal or state court or any federal court located in the borough of Manhattan in the United States City of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any Loan Document (excluding the enforcement of the other Loan Security Documents to which it is a partythe extent such security documents expressly provide otherwise), or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the such parties hereto hereby 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 under applicable by law, in any such federal court. Each of the such parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto Grantor and each other party to this IP Security Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this IP Security Agreement or any of the other Loan Documents to which it is a party Document in any New York State or federal courtcourt referred to in clause (b) of this Section 6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each Grantor and each other party to this IP Security Agreement hereto irrevocably consents to service of process in the manner provided for notices in Section 10.01 of the Credit Agreement. Nothing in this IP Security Agreement or any other Loan Document will affect the right of any party to this IP Security Agreement to serve process in any other manner permitted by law. (e) EACH GRANTOR AND EACH OTHER PARTY TO THIS IP SECURITY AGREEMENT HEREBY EXPRESSLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS IP SECURITY AGREEMENT OR, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT 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 FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(e).

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes Warrant shall be governed by, by and construed in accordance with, solely and exclusively under and pursuant to the laws of the State of New York (without reference as applied to conflict of laws provisions). (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any agreements among New York State court or any federal court of the United States of America sitting in New York City, residents entered into and to be performed entirely within New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, 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 any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby expressly and irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby (1) 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any legal suit, action or proceeding arising out of or relating to this Agreement or any of will be instituted exclusively in either the other Loan Documents to which it is a party in any New York State Supreme Court, County of New York, or federal courtin the United States District Court for the Southern District of New York; (2) waives any objection they may have now or hereafter to the venue of any such suit, action or proceeding; and (3) consents to the in personam jurisdiction of either the New York State Supreme Court, County of New York, or the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the parties hereto hereby irrevocably waivesfurther agrees to accept and acknowledge service of any and all process which may be served in any such suit, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in either the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agree that service of process upon it mailed by certified mail to (i) if to the Holder, the address appearing on the books of the Company, and (ii) if to the Company, the Company’s principal place of business, will be deemed in every respect effective service of process upon it, in any such courtsuit, action or proceeding. THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY. THE PARTY PREVAILING THEREIN SHALL BE ENTITLED TO PAYMENT FROM THE OTHER PARTY HERETO OF ALL OF ITS REASONABLE COUNSEL FEES AND DISBURSEMENTS.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes Guarantee shall be --------------------------------- governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions)York. (b) Each of the parties hereto Guarantors hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State state court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Guarantee or any of the other Loan Finance Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto Guarantors hereby 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 state court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto Guarantors hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.029, or by any other method permitted under by applicable law. Each of the parties hereto Guarantors 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. Nothing in this Agreement Guarantee shall affect any right that any of the parties hereto Guarantors, the Administrative Agent or any of the Guaranteed Parties may otherwise have to bring any action or proceeding relating to this Agreement Guarantee or any of the other Loan Finance Documents in the courts of any jurisdiction. (c) Each of the parties hereto Guarantors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Guarantee or any of the other Loan Finance Documents to which it is a party in any New York State state court or federal court. Each of the parties hereto Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.. [the remainder of this page intentionally left blank]

Governing Law Jurisdiction Etc. (a) This Agreement and THIS EURONAV GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Euronav Guaranty may be brought in the Notes shall be governed by, and construed in accordance with, the laws courts of the State of New York (without reference to conflict of laws provisions). (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting for the Southern District of New York in each case which are located in New York City, County in the City of New York, and, by execution and any appellate court from any thereofdelivery of this Euronav Guaranty, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto Euronav hereby irrevocably accepts for itself and unconditionally agrees that all claims in respect of any such action or proceeding may be heard its property, generally and determined in any such New York State court orunconditionally, the jurisdiction of the aforesaid courts. Euronav hereby further irrevocably waives (to the fullest extent permitted under by applicable law) any claim that any such court lacks personal jurisdiction over Euronav, and agrees not to plead or claim in any such federal court. Each legal action or proceeding with respect to this Euronav Guaranty brought in any of the parties hereto hereby aforesaid courts that any such court lacks personal jurisdiction over Euronav. Euronav further irrevocably consents to the service of copies process out of any summons and complaint and any other process which may be served of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, return receipt requestedpostage prepaid, or by delivering a copy of such process to such party, Euronav at its address specified set forth in Section 8.0215 hereof, or such service to become effective 30 days after such mailing. Euronav hereby irrevocably waives (to the fullest extent permitted by any other method permitted under applicable law. Each ) any objection to such service of the parties hereto hereby process and further irrevocably waives and agrees that a final judgment not to plead or claim in any such action or proceeding commenced hereunder that such service of process was in any way invalid or ineffective. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on affect the judgment or right of any of the Secured Creditors to serve process in any other manner provided permitted by applicable law. Nothing law or to commence legal proceedings or otherwise proceed against Euronav in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (cb) Each of the parties hereto Euronav hereby irrevocably and unconditionally waives, waives (to the fullest extent it may legally and effectively do so, permitted by applicable law) any objection that which it may now or hereafter have to the laying of venue of any suit, action of the aforesaid actions or proceeding proceedings arising out of or relating in connection with this Euronav Guaranty brought in the courts referred to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto clause (a) above and hereby further irrevocably waives, waives (to the fullest extent permitted by applicable law, the defense of an inconvenient forum ) and agrees not to the maintenance of plead or claim in any such court that such action or proceeding brought in any such courtcourt has been brought in an inconvenient forum. (c) EURONAV AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS EURONAV GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS EURONAV GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, the laws law of the State of New York (without reference to conflict of laws provisions)Ohio. (b) Each of Holdings and the parties hereto hereby Borrower irrevocably and unconditionally submits, for itself and its property and assetsProperty, to the nonexclusive jurisdiction of any New York the courts of the State court or any federal court of Ohio sitting in Cuyahoga County and of the United States District Court for the Northern District of America sitting in New York City, New YorkOhio, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a partyDocument, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 any such New York Ohio State court or, to the fullest extent permitted under by applicable law, in any such federal Federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any of Lender or the parties hereto Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents Document against Holdings, the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (c) Each of Holdings and the parties hereto Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party Document in any New York State or federal courtcourt referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.02. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Jurisdiction Etc. (a1) This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State Province of New York (without reference to conflict British Columbia and the laws of laws provisions)Canada applicable in that Province. (b2) Each of the parties hereto hereby The Credit Parties irrevocably and unconditionally submitssubmit, for itself and its property and assetsAssets, to the nonexclusive fullest extent permitted by Applicable Law, to the non-exclusive jurisdiction of any New York State court or any federal court the courts of the United States Province of America British Columbia sitting in New York City, New Yorkthe City of Vancouver, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a partyCredit Document, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement or in any other Credit Document shall affect any right that any of the parties hereto Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents Credit Document against any Credit Party or its Assets in the courts of any jurisdiction. (c3) The Borrower irrevocably consents to the service of any and all process in any such action or proceeding to the Borrower at the address provided for it in Section 9.5. Each other Credit Party hereby irrevocably consents to the service of any and all process in any such action or proceeding by the parties hereto delivery of copies of such process to such Credit Party at the address specified for the Borrower in Section 9.5. Nothing in this Section 9.11(3) limits the right of any Agent or any Lender to serve process in any other manner permitted by Applicable Law. (4) The Credit Parties irrevocably and unconditionally waiveswaive, to the fullest extent it may legally and effectively do sopermitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party Credit Document in any New York State or federal courtcourt referred to in Section 9.11(2). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawApplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the Notes transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions). (b) Each of the parties hereto hereby York. The Subordinated Lender irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property and assets, to the nonexclusive jurisdiction litigation or proceeding of any New York State court kind whatsoever, whether in law or equity, or whether in contract or tort or otherwise, against any Senior Secured Party, or any federal court of their respective Related Parties in any way relating to this Agreement, in any forum other than the United States District Court for the Southern District of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined brought in any such New York State court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action action, litigation 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. Nothing in this Agreement herein shall affect any right that any of the parties hereto Senior Secured Parties may otherwise have to bring any action or proceeding relating to this Agreement against the Subordinated Lender or any of the other Loan Documents Debtors or their respective properties in the courts of any jurisdiction. (c) Each of the parties hereto . The Subordinated Lender irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, such action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal courtsuch court referred to in Section 9.18(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (b) Each party hereto irrevocably consents to the service of process in the manner provided for notices in Section 9.09 and agrees that nothing herein will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, by and construed in accordance with, with the laws of the State of New York (without reference to Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws provisions)law hereof. (b) Each The parties hereto, on their behalf and on behalf of their respective Affiliates, irrevocably submit to the exclusive jurisdiction of the parties hereto hereby irrevocably Delaware Court of Chancery (or, if such Court or the Delaware Supreme Court determines that the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matter, the Superior Court of the State of Delaware) and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court Courts of the United States of America sitting located in New York Citythe State of Delaware (and of the appropriate appellate Courts therefrom) in connection with any dispute arising out of, New Yorkin connection with, in respect of, or in any way relating to: (i) the negotiation, execution and performance of this Agreement and the transactions contemplated hereby; (ii) the interpretation and enforcement of the provisions of this Agreement and the documents referred to in this Agreement, or (iii) any actions of or omissions by any Covered Party (as defined below) in any way connected with, related to or giving rise to any of the foregoing matters ((i), (ii) and (iii) collectively, the “Covered Matters”), and any appellate court from any thereofhereby waive, and agree not to assert as a defense in any action Legal Proceeding with regard to or proceeding arising out involving a Covered Matter, that such Legal Proceeding may not be brought or is not maintainable in said Courts or that venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Courts, and the parties hereto, on their behalf and on behalf of their respective Affiliates, irrevocably agree that all claims with respect to such Legal Proceeding shall be heard and determined exclusively by such a Delaware state or federal Court. The parties hereto, on their behalf and on behalf of their respective Affiliates, hereby consent to and grant any such Court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with such Legal Proceeding in the manner provided in Section 9.1 or in such other manner as may be permitted by law shall be valid and sufficient service thereof. Notwithstanding the foregoing, each of the parties hereto agrees that (I) it will not bring or support or permit any of their Affiliates to bring or support, any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in applicable Law or in equity, against the Financing Sources in any way relating to this Agreement or any of the other Loan Documents transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to which it is a party, the transactions contemplated hereby or for recognition the Debt Financing Commitment or enforcement of any judgment in respect the performance thereof, and each in any forum other than the Supreme Court of the parties hereto hereby irrevocably State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and unconditionally agrees that all claims in respect appellate courts thereof) and (II) solely for purposes of any such action action, cause of action, claim, cross-claim or proceeding may third-party claim referred to in clause (I), this Agreement shall be heard governed by and determined construed in any such accordance with the internal laws and judicial decisions of the State of New York State court orapplicable to agreements executed and performed entirely within such state, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. (c) In addition, by entering into this Agreement, each party hereto, on its behalf and, to the fullest extent permitted under permissible by applicable lawLaw, in on behalf of its respective equityholders, partners, members, directors, Affiliates, officers or agents, as the case may be, covenants, agrees and acknowledges, that it shall not bring any Legal Proceeding (regardless of the legal theory or claim involved or the procedural nature of any such federal court. Each of Legal Proceeding) with regard to any Covered Matter against any Covered Party, other than the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdictionhereto. (cd) Each The parties hereto acknowledge and agree that (i) the agreements contained in this Section 9.5 are an integral part of this Agreement and the transactions contemplated hereby, and that, without these agreements, the parties hereto irrevocably would not enter into this Agreement, (ii) any breach of this Section 9.5 would result in irreparable harm and unconditionally waivesthat monetary damages would not be a sufficient remedy for any such breach and (iii) that any breach of this Section 9.5 will be deemed a material breach of this Agreement. Accordingly, each Covered Party shall be entitled to the fullest extent it may legally equitable relief, including injunction and effectively do sospecific performance, as a remedy for any objection that it may now such breach by a party (or hereafter have to the laying any affiliate of venue such party) and in case of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawsuch breach, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtnon-breaching party shall be excused from its performance obligations under this Agreement.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed byTHE VALIDITY, and construed in accordance withPERFORMANCE AND ENFORCEMENT OF THIS INTERCOMPANY SUBORDINATION AGREEMENT SHALL BE GOVERNED BY, the laws of the State of New York (without reference to conflict of laws provisions). (b) AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the parties party hereto hereby irrevocably and unconditionally submits, unconditionally: (a) submits for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any legal action or proceeding arising out of or relating to this Intercompany Subordination Agreement or any of the other Loan Documents to which it is a party, or for recognition or and enforcement of any judgment in respect thereof, and each to the non-exclusive general jurisdiction of the parties hereto hereby irrevocably courts of the State of New York, the courts of the United States of America for the Southern District of New York, and unconditionally agrees appellate courts from any thereof; (b) consents that all claims in respect of any such action or proceeding may be heard brought in such courts and determined in any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest maximum extent it may legally and effectively do sonot prohibited by law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to any Obligor, any Subordinated Creditor or any Agent, as the case may be, at the address specified in the relevant Credit Facility; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this subsection any consequential or punitive damages.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes Warrant shall be governed by, by and construed in accordance with, solely and exclusively under and pursuant to the laws of the State of New York (without reference as applied to conflict of laws provisions). (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any agreements among New York State court or any federal court of the United States of America sitting in New York City, residents entered into and to be performed entirely within New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, 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 any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby expressly and irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby (i) 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any legal suit, action or proceeding arising out of or relating to this Agreement or any of will be instituted exclusively in either the other Loan Documents to which it is a party in any New York State Supreme Court, County of New York, or federal courtin the United States District Court for the Southern District of New York; (ii) waives any objection they may have now or hereafter to the venue of any such suit, action or proceeding; and (iii) consents to the in personam jurisdiction of either the New York State Supreme Court, County of New York, or the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the parties hereto hereby irrevocably waivesfurther agrees to accept and acknowledge service of any and all process which may be served in any such suit, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in either the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agree that service of process upon it mailed by certified mail to (A) if to the Holder, the address appearing on the books and records of the Company, and (B) if to the Company, the Company’s principal place of business, will be deemed in every respect effective service of process upon it, in any such courtsuit, action or proceeding. THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY. THE PARTY PREVAILING THEREIN SHALL BE ENTITLED TO PAYMENT FROM THE OTHER PARTY HERETO OF ALL OF ITS REASONABLE COUNSEL FEES AND DISBURSEMENTS.

Governing Law Jurisdiction Etc. (a) This Agreement and THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Guaranty may be brought in the Notes shall be governed by, and construed in accordance with, the laws courts of the State of New York (without reference to conflict of laws provisions). (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting for the Southern District of New York in each case which are located in New York City, County in the City of New York, and, by execution and any appellate court from any thereofdelivery of this Guaranty, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto INSW hereby irrevocably accepts for itself and unconditionally agrees that all claims in respect of any such action or proceeding may be heard its property, generally and determined in any such New York State court orunconditionally, the jurisdiction of the aforesaid courts. INSW hereby further irrevocably waives (to the fullest extent permitted under by applicable law) any claim that any such court lacks personal jurisdiction over INSW, and agrees not to plead or claim in any such federal court. Each legal action or proceeding with respect to this Guaranty brought in any of the parties hereto hereby aforesaid courts that any such court lacks personal jurisdiction over INSW. INSW further irrevocably consents to the service of copies process out of any summons and complaint and any other process which may be served of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, return receipt requestedpostage prepaid, or by delivering a copy of such process to such party, INSW at its address specified set forth in Section 8.0212 hereof, or such service to become effective 30 days after such mailing. INSW hereby irrevocably waives (to the fullest extent permitted by any other method permitted under applicable law. Each ) any objection to such service of the parties hereto hereby process and further irrevocably waives and agrees that a final judgment not to plead or claim in any such action or proceeding commenced hereunder that such service of process was in any way invalid or ineffective. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on affect the judgment or right of any of the Secured Creditors to serve process in any other manner provided permitted by applicable law. Nothing law or to commence legal proceedings or otherwise proceed against INSW in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (cb) Each of the parties hereto INSW hereby irrevocably and unconditionally waives, waives (to the fullest extent it may legally and effectively do so, permitted by applicable law) any objection that which it may now or hereafter have to the laying of venue of any suit, action of the aforesaid actions or proceeding proceedings arising out of or relating in connection with this Guaranty brought in the courts referred to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto clause (a) above and hereby further irrevocably waives, waives (to the fullest extent permitted by applicable law, the defense of an inconvenient forum ) and agrees not to the maintenance of plead or claim in any such court that such action or proceeding brought in any such courtcourt has been brought in an inconvenient forum. (c) INSW AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes -------------------------------- shall be governed by, and construed in accordance with, the laws of the State of New York, excluding (to the fullest extent a New York (without reference to conflict court would permit) any rule of law that would cause application of the laws provisions)of any jurisdiction other than the State of New York. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State state court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, 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 any such New York State state court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.029.02, or by any other method permitted under by applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State state court or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed byTHIS AGREEMENT AND ANY CLAIM, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions)CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. (b) Each of the parties party hereto hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property and assetslitigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, against the Administrative Agent, any Lender, any Issuing Bank or any Related Party of the foregoing in any way relating to this Agreement or the nonexclusive jurisdiction of transactions relating hereto or thereto, in any forum other than any New York State court or any federal Federal court of the United States of America sitting in the borough of Manhattan in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, 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 any such New York State court or, to the fullest extent permitted under applicable by law, in any such federal Federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent, the Issuing Bank or any of the parties hereto Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Loan Party or any of the other Loan Documents its respective properties in the courts of any jurisdiction. (c) Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of of, or relating to to, this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto hereby irrevocably consents to service of process in the manner provided for notices in Section 11 of this Agreement. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by law. (e) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT 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 FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(e).

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed byTHE VALIDITY, and construed in accordance withPERFORMANCE AND ENFORCEMENT OF THIS INTERCOMPANY SUBORDINATION AGREEMENT SHALL BE GOVERNED BY, the laws of the State of New York (without reference to conflict of laws provisions). (b) AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the parties party hereto hereby irrevocably and unconditionally submits, unconditionally: (a) submits for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any legal action or proceeding arising out of or relating to this Intercompany Subordination Agreement or any of the other Loan Documents to which it is a party, or for recognition or and enforcement of any judgment in respect thereof, and each to the exclusive jurisdiction of the parties hereto hereby irrevocably courts of the State of New York, the courts of the United States of America for the Southern District of New York, and unconditionally agrees appellate courts from any thereof; (b) consents that all claims in respect of any such action or proceeding may be heard brought in such courts and determined in any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest maximum extent it may legally and effectively do sonot prohibited by law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to any Obligor, any Subordinated Creditor or the Lender, as the case may be, at the address specified in the Credit Agreement; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this subsection any consequential or punitive damages. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS INTERCOMPANY SUBORDINATION AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, by and construed and enforced in accordance with, with the laws of the State of New York (York, without reference to the conflict of laws provisions)principles thereof. (b) Each of the parties hereto THE LENDER AND THE BORROWER, BY THEIR EXECUTION AND DELIVERY HEREOF, EACH HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. (c) The Borrower hereby irrevocably and unconditionally submits, for itself and its property and assets, submits to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in United States of America over any action or proceeding arising out of or relating to this Agreement or any of and the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any to such action or proceeding may be heard and determined in any such New York State court orstate or federal court, as the case may be. The Borrower hereby irrevocably waives, to the fullest extent permitted under applicable lawit may effectively do so, in any the defense of an inconvenient forum to the maintenance of such federal courtaction or proceeding. Each of the parties hereto The Borrower hereby irrevocably consents to the service of copies of any the summons and complaint and any other process which may be served in any such action or proceeding by United States certified mail, return receipt requested, to the Borrower's address; service of process in any such action or proceeding, effective as aforesaid, shall be effective upon receipt by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable lawthe Borrower and shall be deemed personal service upon the Borrower and shall be legal and binding upon the Borrower for all purposes. Each of the parties hereto hereby The Borrower agrees that a final judgment judgment, followed by the expiration of time to appeal without an appeal being taken, 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. Nothing in this Agreement section shall affect any the right that any of the parties hereto may otherwise have Lender to serve legal process in any other manner permitted by law or affect the right of the Lender to bring any action or proceeding relating to this Agreement processing against the Borrower or any of the other Loan Documents its property in the courts of any other jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed byTHIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, and construed in accordance withINCLUDING AS TO VALIDITY, the laws of the State of New York (without reference to conflict of laws provisions)INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. (b) Each Parent, Buyer and Seller hereby irrevocably submit to the jurisdiction of the parties hereto hereby irrevocably courts of the State of Delaware and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court courts of the United States of America sitting solely in New York City, New York, respect of the interpretation and any appellate court from any thereof, in any action or proceeding arising out enforcement of or relating to the provisions of this Agreement or any and of the other Loan Documents documents referred to which it is a party, or for recognition or enforcement of any judgment in this Agreement and in respect thereof, and each of the parties hereto hereby Contemplated Transactions. Each of Parent, Buyer and Seller irrevocably and unconditionally agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the Contemplated Transactions, or with respect to any such action or proceeding, shall be heard and determined in such a Delaware state or federal court, and that such jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each of Parent, Buyer and Seller hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that it is not subject to such jurisdiction. Each of Parent, Buyer and Seller hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. Parent, Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11.1 or in such other manner as may be heard permitted by law, shall be valid and determined in sufficient service thereof for the purpose of any such New York State court or, Action against a party hereto with respect to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requestedsubject matter of, or by delivering a copy of such process to such partyrelated to, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdictionContemplated Transactions. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE CONTEMPLATED TRANSACTIONS.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, by and construed in accordance with, with the laws law of the State Commonwealth of New York Massachusetts (without reference giving effect to the conflict of laws provisionsprinciples thereof). (b) Each . Any legal action or proceeding with respect to this Agreement may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction Commonwealth of any New York State court Massachusetts or any federal court of the United States of America sitting in New York Cityfor the District of Massachusetts, New Yorkand, by execution and any appellate court from any thereofdelivery of this Agreement, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto Debtor and Parent hereby irrevocably accepts for itself and unconditionally agrees that all claims in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of Holder, Debtor and Parent hereby knowingly, voluntarily, intentionally and irrevocably waives, in connection with any such action or proceeding may be heard and determined in proceeding: (i) any such New York State court orobjection, to the fullest extent permitted under applicable lawincluding, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sowithout limitation, any objection that to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such respective jurisdictions and (ii) to the maximum extent not prohibited by law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of Holder, Debtor and Parent irrevocably consents to the service of process of any of the aforementioned courts in any such courtaction or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address set forth in Section 11 below, or at such other address as it may provide to the other parties hereto from time to time. Nothing herein shall affect the right of a party hereto to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against a party in any other jurisdiction.

Governing Law Jurisdiction Etc. (a1) This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York (without reference regard to conflict any laws of the State of New York that would require the application of the laws provisions)of another jurisdiction. (b2) Each of the parties hereto hereby The Borrower irrevocably and unconditionally submits, for itself and its property and assetsAssets, to the nonexclusive non-exclusive jurisdiction of any New York the state and federal courts located in the City and State court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a partyCredit Document, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement or in any other Credit Document shall affect any right that the Agent, or any of the parties hereto Lender may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents Credit Document against any Credit Party or its Assets in the courts of any jurisdiction. (c3) Each The Borrower irrevocably consents to the service of any and all process in any such action or proceeding to the Borrower at the address provided for it in Section 11.4. Nothing in this Section 11.10(3) limits the right of the parties hereto Agent or any Lender to serve process in any other manner permitted by Applicable Law. (4) The Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party Credit Document in any New York State or federal courtcourt referred to in Section 11.10(2). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawApplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (5) Notwithstanding anything else contained in the Credit Documents, the Borrower and each Credit Party hereby agrees, for the sole benefit of the Lender, upon demand by the Agent, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise arising out of or relating to in any way (i) any Advance, Security and related Credit Documents which are the subject of this Agreement and its negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit. Any arbitration proceeding will (i) proceed in a location in New York, New York selected by the American Arbitration Association (“AAA”), or such other administrator as the parties shall mutually agree upon; (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s (or such other administrator’s) commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA’s (or such other administrator’s) optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator(s) will be a neutral attorney licensed in the State of New York or a neutral retired judge of the state or federal judiciary of New York, in either case with a minimum of ten years’ experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator(s) will determine whether or not an issue is arbitrable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator(s) will decide (by documents only or with a hearing at the discretion of the arbitrator(s)) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator(s) shall resolve all disputes in accordance with the substantive law of New York and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator(s) shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the New York Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. In any arbitration proceeding discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than 20 days before the hearing date and within 180 days of the filing of the dispute with the AAA. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator(s) upon a showing that the request for discovery is essential for the party's presentation and that no alternative means for obtaining information is available. The arbitrator(s) shall award all costs and expenses of the arbitration proceeding.

Governing Law Jurisdiction Etc. (a) This Agreement Agreement, the Notes and the Notes other Loan Documents, unless otherwise expressly set forth therein, shall be governed by, construed and construed enforced in accordance with, with the laws of the State of New York (York, without reference giving effect to the conflict of laws provisions)law principles thereof. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, consents to the nonexclusive exclusive jurisdiction of any New York State court or any federal court of the United States District Court for the Southern District of America New York, and of the Supreme Court of the State of New York sitting in New York CityCounty, New YorkBorough of Manhattan, and of any appellate court from any thereof, in any action action, claim or other proceeding arising out of or relating to any dispute in connection with this Agreement or any of Agreement, the Notes and the other Loan Documents to which it is a partyDocuments, any rights or obligations hereunder or thereunder, or for recognition or enforcement the performance of any judgment in respect thereof, such rights 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 any such New York State court or, to the fullest extent permitted under applicable law, in any such federal courtobligations. Each of the parties hereto hereby irrevocably consents to the service of copies of any a summons and complaint and other process in any action, claim or proceeding brought by any other process which may be served party hereto in connection with this Agreement, the Notes or the other Loan Documents, any such action rights or proceeding by certified mail, return receipt requestedobligations hereunder or thereunder, or by delivering a copy the performance of such process to such partyrights and obligations, at on behalf of itself or its address property, in the manner specified in Section 8.02, or by any other method permitted under applicable law12.02. Each Designated Borrower hereby appoints the Company as its agent in the United States for service of the parties hereto 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 lawprocess. Nothing in this Agreement Section 12.14 shall affect any the right that of any of the parties hereto may otherwise have to serve legal process in any other manner permitted by Applicable Law or affect the right of the Administrative Agent, any L/C Issuer or any Lender to bring any action or proceeding relating to this Agreement against any Borrower or any of the other Loan Documents its properties in the courts of any jurisdictionother jurisdictions. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed byTHIS IP SECURITY AGREEMENT AND ALL MATTERS RELATING HERETO OR ARISING HEREFROM (WHETHER ARISING UNDER CONTRACT LAW, and construed in accordance withTORT LAW OR OTHERWISE) SHALL, the laws of the State of New York (without reference to conflict of laws provisions)IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (b) Each Any judicial proceeding brought by or against any Grantor with respect to this IP Security Agreement or any related agreement may be brought in any court of competent jurisdiction in the parties hereto hereby irrevocably State of New York, United States of America, and, by execution and unconditionally submitsdelivery of this IP Security Agreement, each Grantor accepts for itself and in connection with its property properties, generally and assetsunconditionally, to the nonexclusive non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any New York State court judgment rendered thereby in connection with this IP Security Agreement. (c) Any judicial proceeding brought by any Grantor against any Agent or any Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this IP Security Agreement or any related agreement, shall be brought only in a federal or state court located in the City and County of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out Borough of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties Manhattan. (d) Each party hereto hereby 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 under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified the manner provided for in Section 8.02, or by any other method permitted under applicable law. Each 16.1 of the parties hereto 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 lawCredit Agreement. Nothing in this IP Security Agreement will affect the right to serve process in any manner permitted by law or shall affect any limit the right that any of the parties hereto may otherwise have Agent or any Lender to bring proceedings against any action or proceeding relating to this Agreement or any of the other Loan Documents Grantor in the courts of any other jurisdiction. (ce) Each of the parties hereto irrevocably and unconditionally waivesEACH PARTY TO THIS IP SECURITY AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, to the fullest extent it may legally and effectively do soCOUNTERCLAIM, any objection that it may now or hereafter have to the laying of venue of any suitDEMAND, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waivesACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS IP SECURITY AGREEMENT, to the fullest extent permitted by lawANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtDOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS IP SECURITY AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS IP SECURITY AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed byShall Be Governed By, and construed in accordance withAnd Construed In Accordance With, the laws of the The Laws Of The State of Of New York Without Regard To Principles Of Conflicts Of Law (without reference to conflict of laws provisionsother Than Section 5-1401 And Section 5-1402 Of The New York General Obligations Law). (b) Each of the parties hereto hereby irrevocably and unconditionally submitsParty Hereto Irrevocably And Unconditionally Submits, for itself and its property and assetsFor Itself And Its Property, to the nonexclusive jurisdiction of any To The Nonexclusive Jurisdiction Of The Courts Of The Supreme Court Of The State Of New York State court or any federal court of the Sitting In New York County In The Borough Of Manhattan And Of The United States of America sitting in New York City, District Court For The Southern District Of New York, and any appellate court from any thereofAnd Any Appellate Court From Any Thereof, in any action or proceeding arising out of or relating to this In Any Action Or Proceeding Arising Out Of Or Relating To This Agreement or any of the other Or Any Other Loan Documents to which it is a partyDocument To Which Each Is A Party, or for recognition or enforcement of any judgment in respect thereofOr 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 any such New York 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 orCourts Or, to the fullest extent permitted under applicable lawTo The Fullest Extent Permitted By Applicable Law, in any such federal courtIn Such Federal Courts. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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 lawOf 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 In This Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Or In Any Other Loan Document Shall Affect Any Right That Administrative Agent Or Any Lender May Otherwise Have To Bring Any Action Or Proceeding Relating To This Agreement or any of the other Or Any Other Loan Documents in the courts of any jurisdictionDocument Against Any Loan Party Or Any Of Its Properties In The Courts Of Any Other Jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waivesParty Hereto Irrevocably And Unconditionally Waives, to the fullest extent it may legally and effectively do soTo The Maximum Extent Permitted By Applicable Law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Any Objection That It May Now Or Hereafter Have To The Laying Of Venue Of Any Action Or Proceeding Arising Out Of Or Relating To This Agreement or any of the other Or Any Other Loan Documents to which it is a party in any New York State or federal courtDocument In Any Court Referred To In Subsection (b) Of This Section 18. Each of the parties hereto hereby irrevocably waivesOf The Parties Hereto Hereby Irrevocably Waives, to the fullest extent permitted by lawTo The Maximum Extent Permitted By Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtThe Defense Of An Inconvenient Forum To The Maintenance Of Such Action Or Proceeding In Any Such Court. (d) Each Party Hereto Irrevocably Consents To Service Of Process In The Manner Provided For Notices In Section 16. Nothing In This Agreement Will Affect The Right Of Any Party Hereto To Serve Process In Any Other Manner Permitted By Applicable Law.

Governing Law Jurisdiction Etc. (a) This THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. (b) Each party hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any way relating to this Agreement and or the Notes shall be governed bytransactions relating hereto, and construed in accordance with, any forum other than the laws courts of the State of New York (without reference to conflict of laws provisions). (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any sitting in New York State court or any federal court County, and of the United States District Court of America sitting in New York City, 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 Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action action, litigation 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. Nothing in this Agreement shall affect any right that the Administrative Agent or any of the parties hereto Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or any of the other Loan Documents Party or its properties in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waivesEACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, to the fullest extent it may legally and effectively do soTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, any objection that it may now or hereafter have to the laying of venue of any suitANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal courtTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. (d) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12 OF THIS AGREEMENT. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtNOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes -------------------------------- shall be governed by, and construed in accordance with, the laws of the State of New York, excluding (to the fullest extent a New York (without reference to conflict court would permit) any rule of law that would cause application of the laws provisions)of any jurisdiction other than the State of New York. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State state court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, 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 any such New York State state court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.029.02, or by any other method permitted under by applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State state court or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 188

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, construed and construed interpreted in accordance with, with the laws of the State of New York (Maryland, without reference regard to its provisions concerning conflict of laws provisions). (b) Each of the parties hereto hereby irrevocably and unconditionally submitslaws. Any claim, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court dispute or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or legal proceeding arising out of or relating to this Agreement may be brought in the any state or any federal court within the State of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, Maryland and each of the parties hereto hereby Parties irrevocably and unconditionally submits to the exclusive jurisdiction of each such court in any such legal proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of any such action or proceeding may shall be heard and determined only in any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have not to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or such proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal other court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding Process in any such court.proceeding referred to in the first sentence of this section may be served on any Party anywhere in the world. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT EITHER OF THEM MAY FILE A 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 PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. FINDER’S AGREEMENT

Governing Law Jurisdiction Etc. (a) This All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the Notes shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of New York (York, without reference regard to conflict the principles of laws provisions). (b) conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably and unconditionally submits, for itself and its property and assets, submits to the nonexclusive exclusive jurisdiction of any New York State court or any the state and federal court of the United States of America courts sitting in New York City, the City of New York, and borough of Manhattan for the adjudication of any appellate court from dispute hereunder or in connection herewith or with any thereof, in any action transaction contemplated hereby or proceeding arising out discussed herein (including with respect to the enforcement of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereofTransaction Documents), 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 any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, and agrees not to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of 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 arising out is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or relating proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such service shall constitute good and sufficient service of the other Loan Documents process and notice thereof. Nothing contained herein shall be deemed to which it is a party limit in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, way any right to the fullest extent serve process in any other manner permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, construed and construed interpreted in accordance with, with the laws of the State of New York (Maryland, without reference regard to its provisions concerning conflict of laws provisions). (b) Each of the parties hereto hereby irrevocably and unconditionally submitslaws. Any claim, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court dispute or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or legal proceeding arising out of or relating to this Agreement may be brought in the any state or any federal court within the State of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, Maryland and each of the parties hereto hereby Parties irrevocably and unconditionally submits to the exclusive jurisdiction of each such court in any such legal proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of any such action or proceeding may shall be heard and determined only in any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have not to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or such proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal other court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding Process in any such court.proceeding referred to in the first sentence of this section may be served on any Party anywhere in the world. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT EITHER OF THEM MAY FILE A 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 PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. EMPLOYMENT AGREEMENT

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes Guaranty Supplement shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions)York. (b) Each of the parties hereto The undersigned hereby irrevocably and unconditionally submits, for itself and its property and assetsproperty, to the nonexclusive jurisdiction of any New York State state court or any federal court of the United States of America sitting in New York City, New York, City and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties hereto undersigned hereby 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 state court or, to the fullest extent permitted under applicable by law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby The undersigned 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. Nothing in this Agreement Guaranty Supplement or the Guaranty shall affect any right that any of the parties hereto party may otherwise have to bring any action or proceeding relating to this Agreement Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in the courts of any jurisdiction. (c) Each of the parties hereto The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is a party in any New York State state court or federal court. Each of the parties hereto The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes Guarantee Supplement shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions)York. (b) Each of the parties hereto The undersigned hereby irrevocably and unconditionally submits, for itself and its property and assetsproperty, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or any federal court sitting in New York County and of the United States District Court for the Southern District of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a partyGuarantee Agreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 any such New York State court state or, to the fullest extent permitted under applicable by law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby The undersigned 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. Nothing in this Agreement Guarantee Supplement shall affect any right that any of the parties hereto Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement against any Guarantor or any of the other Loan Documents its properties in the courts of any jurisdiction. Without limiting the generality of the foregoing, the undersigned hereby agrees to submit to the jurisdiction of any court of competent jurisdiction within the United States and will comply with all requirements necessary to give such court jurisdiction. (c) Each of the parties hereto The undersigned hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal courtcourt referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Without limiting the generality of the foregoing, the undersigned hereby waives any and all jurisdictional defenses to any United States forum selected by any other party hereto on grounds including, but not limited to, forum non-conveniens. In addition, in the event that any other party hereto or to the other Loan Documents chooses to bring an action or proceeding in a court of any state within the United States, the undersigned hereby waives any right of removal to federal court. (d) The undersigned hereby irrevocably designates, appoints and empowers National Corporate Research, Ltd. (the “Process Agent”) with offices on the date hereof at 200 X. 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, or any other person having and maintaining a place of business in the State of New York whom the undersigned may from time to time hereafter designate (having given 30 days’ advance written notice thereof to the Secured Party), as the true and lawful attorney and duly authorized agent for acceptance of service of legal process of the Guarantor. Without prejudice to the foregoing, the undersigned irrevocably consents to service of process in the manner provided for notices in the Guarantee Agreement. Nothing in this Supplement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, by and construed in accordance with, with the laws law of the State of New York (without reference giving effect to the choice of law or conflict of laws provisionsprinciples thereof). (b) Each . Any legal action or proceeding with respect to this Agreement may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submitsState of New York, for itself and its property and assetsCounty of Nassau, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting in New York City, for the Eastern District of New York, and, by execution and any appellate court from any thereofdelivery of this Agreement, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto Debtor hereby irrevocably accepts for itself and unconditionally agrees that all claims in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The Debtor hereby knowingly, voluntarily, intentionally and irrevocably waives, in connection with any such action or proceeding may be heard and determined in proceeding: (i) any such New York State court orobjection, to the fullest extent permitted under applicable lawincluding, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sowithout limitation, any objection that to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such respective jurisdictions and (ii) to the maximum extent not prohibited by law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement. The Debtor irrevocably consents to the service of process of any of the aforementioned courts in any such courtaction or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address set forth in Section 12 below, or at such other address as it may provide to the other parties hereto from time to time. Nothing herein shall affect the right of a Parties hereto to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against a Parties in any other jurisdiction.

Governing Law Jurisdiction Etc. (a1) This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State Province of New York (without reference to conflict Alberta and the laws of laws provisions)Canada applicable in that Province. (b2) Each of the parties hereto hereby The Borrower irrevocably and unconditionally submits, for itself and its property and assetsAssets, to the nonexclusive non-exclusive jurisdiction of any New York State court or any federal court the courts of the United States Province of America sitting in New York City, New YorkAlberta, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a partyCredit Document, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement or in any other Credit Document shall affect any right that the Administrative Agent or any of the parties hereto Lender may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents Credit Document against any Credit Party or its Assets in the courts of any jurisdiction. (c3) Each The Borrower irrevocably consents to the service of any and all process in any such action or proceeding to the Borrower at the address provided for it in Section 10.4. Nothing in this Section 10.10(3) limits the right of the parties hereto Administrative Agent or any Lender to serve process in any other manner permitted by Applicable Law. (4) The Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party Credit Document in any New York State or federal courtcourt referred to in Section 10.10(2). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawApplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement Agreement, the Notes and the Notes other Loan Documents, unless otherwise expressly set forth therein, shall be governed by, construed and construed enforced in - 91 - accordance with, with the laws of the State of New York (York, without reference giving effect to the conflict of laws provisions)law principles thereof. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, consents to the nonexclusive exclusive jurisdiction of any New York State court or any federal court of the United States District Court for the Southern District of America New York sitting in New York CityCounty, Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New YorkYork sitting in New York County, Borough of Manhattan), and of any appellate court from any thereof, in any action action, claim or other proceeding arising out of or relating to any dispute in connection with this Agreement or any of Agreement, the Notes and the other Loan Documents to which it is a partyDocuments, any rights or obligations hereunder or thereunder, or for recognition or enforcement the performance of any judgment in respect thereof, such rights and obligations and each of the parties hereto 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 the Administrative Agent or any of its Related Parties may only) be heard and determined in any such Federal (to the extent permitted by law) or New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any a summons and complaint and other process in any action, claim or proceeding brought by any other process which may be served party hereto in connection with this Agreement, the Notes or the other Loan Documents, any such action rights or proceeding by certified mail, return receipt requestedobligations hereunder or thereunder, or by delivering a copy the performance of such process to such partyrights and obligations, at on behalf of itself or its address property, in the manner specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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 law12.02. Nothing in this Agreement Section 12.14 shall affect any the right that of any of the parties hereto may otherwise have to serve legal process in any other manner permitted by Applicable Law or affect the right of the Administrative Agent or any Lender to bring any action or proceeding relating to this Agreement against the Borrower or any of the other Loan Documents its properties in the courts of any jurisdictionother jurisdictions. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed byTHIS IP SECURITY AGREEMENT SUPPLEMENT AND ALL MATTERS RELATING HERETO OR ARISING HEREFROM (WHETHER ARISING UNDER CONTRACT LAW, and construed in accordance withTORT LAW OR OTHERWISE) SHALL, the laws of the State of New York (without reference to conflict of laws provisions)IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (b) Each Any judicial proceeding brought by or against any Grantor with respect to this IP Security Agreement or any related agreement may be brought in any court of competent jurisdiction in the parties hereto hereby irrevocably State of New York, United States of America, and, by execution and unconditionally submitsdelivery of this IP Security Agreement, each Grantor accepts for itself and in connection with its property properties, generally and assetsunconditionally, to the nonexclusive non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any New York State court judgment rendered thereby in connection with this IP Security Agreement. (c) Any judicial proceeding brought by Grantor hereto against any Agent or any Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this IP Security Agreement or any related agreement, shall be brought only in a federal or state court located in the City and County of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out Borough of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties Manhattan. (d) Each party hereto hereby 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 under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified the manner provided for in Section 8.02, or by any other method permitted under applicable law. Each 16.1 of the parties hereto 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 lawCredit Agreement. Nothing in this IP Security Agreement will affect the right to serve process in any manner permitted by law or shall affect any limit the right that any of the parties hereto may otherwise have Agent or any Lender to bring proceedings against any action or proceeding relating to this Agreement or any of the other Loan Documents Grantor in the courts of any other jurisdiction. (ce) Each of the parties hereto irrevocably and unconditionally waivesEACH PARTY TO THIS IP SECURITY AGREEMENT SUPPLEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, to the fullest extent it may legally and effectively do soCOUNTERCLAIM, any objection that it may now or hereafter have to the laying of venue of any suitDEMAND, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waivesACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS IP SECURITY AGREEMENT SUPPLEMENT, to the fullest extent permitted by lawANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS IP SECURITY AGREEMENT SUPPLEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS IP SECURITY AGREEMENT SUPPLEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions)York. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State state court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, 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 any such New York State state court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State state court or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by under applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, by and construed in accordance with, with the laws of the State of New York (without reference to Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws provisions)law hereof. (b) Each The parties hereto, on their behalf and on behalf of their respective Affiliates, irrevocably submit to the exclusive jurisdiction of the parties hereto hereby irrevocably Court of Chancery of the State of Delaware (or, if such Court or the Delaware Supreme Court determines that the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matter, the Superior Court of the State of Delaware) and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court courts of the United States of America sitting located in New York Citythe State of Delaware (and of the appropriate appellate courts therefrom) in connection with any dispute arising out of, New Yorkin connection with, in respect of, or in any way relating to: (i) the negotiation, execution and performance of this Agreement and the transactions contemplated hereby; (ii) the interpretation and enforcement of the provisions of this Agreement and the documents referred to in this Agreement, or (iii) any actions of or omissions by any Covered Party (as defined below) in any way connected with, related to or giving rise to any of the foregoing matters (the foregoing clauses (i), (ii) and (iii) collectively, the “Covered Matters”), and any appellate court from any thereofhereby waive, and agree not to assert as a defense in any action Legal Action with regard to or proceeding arising out of involving a Covered Matter, that such Legal Action may not be brought or relating to is not maintainable in said courts or that venue thereof may not be appropriate or that this Agreement or any of the other Loan Documents to which it is a party, such document may not be enforced in or for recognition or enforcement of any judgment in respect thereofby such courts, and each of the parties hereto hereby hereto, on their behalf and on behalf of their respective Affiliates, irrevocably and unconditionally agrees agree that all claims in with respect of any to such action or proceeding may Legal Action shall be heard and determined in exclusively by such a Delaware state or federal court. The parties hereto, on their behalf and on behalf of their respective Affiliates, hereby consent to and grant any such New York State court orjurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with such Legal Action in the manner provided in Section 9.1 or in such other manner as may be permitted by law shall be valid and sufficient service thereof. (c) In addition, by entering into this Agreement, each party hereto, on their behalf and, to the fullest extent permitted under permissible by applicable lawLaw, in on behalf of their respective equityholders, partners, members, directors, Affiliates, officers or agents, as the case may be, covenants, agrees and acknowledges, that it shall not bring any Legal Action (regardless of the legal theory or claim involved or the procedural nature of any such federal court. Each of Legal Action) with regard to any Covered Matter against any Covered Party, other than the parties hereto hereby irrevocably consents to hereto, provided, however, that nothing in this Section 9.5(c) shall prohibit any Legal Action against the service of copies of any summons and complaint and any other process which may be served Equity Investors (as defined in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified the Equity Commitment Letter) provided for in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action or proceeding shall be conclusive 9.11 and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdictionEquity Commitment Letter. (cd) Each The parties hereto acknowledge and agree that (i) the agreements contained in this Section 9.5 are an integral part of this Agreement and the transactions contemplated hereby, and that, without these agreements, the parties hereto irrevocably would not enter into this Agreement, (ii) any breach of this Section 9.5 would result in irreparable harm and unconditionally waivesthat monetary damages would not a sufficient remedy for any such breach and (iii) that any breach of this Section 9.5 will be deemed a material breach of this Agreement. Accordingly, each Covered Party shall be entitled to the fullest extent it may legally equitable relief, including injunction and effectively do sospecific performance, as a remedy for any objection that it may now such breach by a party (or hereafter have to the laying any affiliate of venue such party) and in case of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawsuch breach, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtnon-breaching party shall be excused from its performance obligations under this Agreement.

Governing Law Jurisdiction Etc. (a) This Agreement THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. (b) Buyer and Seller hereby irrevocably submit to the Notes shall be governed by, and construed in accordance with, jurisdiction of the laws courts of the State of New York (without reference to conflict of laws provisions). (b) Each of and the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court courts of the United States of America sitting located in the State, City and County of New York City, New York, solely in respect of the interpretation and any appellate court from any thereof, in any action or proceeding arising out enforcement of or relating to the provisions of this Agreement or any and of the other Loan Documents documents referred to which it is a party, or for recognition or enforcement of any judgment in this Agreement and in respect thereof, and each of the parties hereto hereby Contemplated Transactions. Each of Buyer and Seller irrevocably and unconditionally agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the Contemplated Transactions, or with respect to any such action or proceeding may proceeding, shall be heard and determined in any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court, and that such jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each of Buyer and Seller hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the parties hereto interpretation or enforcement hereof or in respect of any such transaction, that it is not subject to such jurisdiction. Each of Buyer and Seller hereby irrevocably waives, and agrees not to assert, to the fullest maximum extent permitted by law, as a defense in any action, suit or proceeding for the defense interpretation or enforcement hereof or in respect of an inconvenient forum any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. Buyer and Seller hereby consent to and grant any such court jurisdiction over the maintenance person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11.1 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof for the purpose of any such courtAction against a party hereto with respect to the subject matter of, or related to, this Agreement, the Ancillary Agreements or the Contemplated Transactions. (c) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ANCILLARY AGREEMENTS AND/OR THE CONTEMPLATED TRANSACTIONS.

Governing Law Jurisdiction Etc. (a) This 22.1. Section 1.7 of the Loan Agreement is hereby incorporated by reference mutatis mutandis. 22.2. Grantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever, whether in law or equity, or whether in contract or tort or otherwise, against Secured Party in any way relating to this Agreement or the Notes shall be governed bytransactions contemplated hereby, and construed in accordance with, any forum other than the laws courts of the State of New York (without reference to conflict of laws provisions). (b) Each of the parties hereto hereby irrevocably Delaware, and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States District Court, District of America sitting in New York City, New YorkDelaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined brought in any such New York Delaware State court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action action, litigation 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. Nothing in this Agreement herein shall affect any right that any of the parties hereto Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against Grantor or any of the other Loan Documents its properties in the courts of any jurisdiction. (c) Each of the parties hereto 22.3. Grantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal courtsuch court referred to in Section 22.2. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 22.4. Grantor irrevocably consents to the service of process in the manner provided for notices in Section 19 and agrees that nothing herein will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, by and construed in accordance with, with the laws law of the State of New York (without reference giving effect to the choice of law or conflict of laws provisionsprinciples thereof). (b) Each . Any legal action or proceeding with respect to this Agreement may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submitsState of New York, for itself and its property and assetsCounty of Nassau, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting in New York City, for the Eastern District of New York, and, by execution and any appellate court from any thereofdelivery of this Agreement, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto Debtor hereby irrevocably accepts for itself and unconditionally agrees that all claims in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The Debtor hereby knowingly, voluntarily, intentionally and irrevocably waives, in connection with any such action or proceeding may be heard and determined in proceeding: (i) any such New York State court orobjection, to the fullest extent permitted under applicable lawincluding, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sowithout limitation, any objection that to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such respective jurisdictions and (ii) to the maximum extent not prohibited by law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement. The Debtor irrevocably consents to the service of process of any of the aforementioned courts in any such courtaction or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address set forth in Section 12 below, or at such other address as it may provide to the other Party hereto from time to time. Nothing herein shall affect the right of a Party hereto to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against a Party in any other jurisdiction.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed byTHE VALIDITY, and construed in accordance withPERFORMANCE AND ENFORCEMENT OF THIS INTERCOMPANY SUBORDINATION AGREEMENT SHALL BE GOVERNED BY, the laws of the State of New York (without reference to conflict of laws provisions). (b) AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the parties party hereto hereby irrevocably and unconditionally submits, unconditionally: (a) submits for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any legal action or proceeding arising out of or relating to this Intercompany Subordination Agreement or any of the other Loan Documents to which it is a party, or for recognition or and enforcement of any judgment in respect thereof, and each to the non-exclusive general jurisdiction of the parties hereto hereby irrevocably courts of the State of New York, the courts of the United States of America for the Southern District of New York, and unconditionally agrees appellate courts from any thereof; (b) consents that all claims in respect of any such action or proceeding may be heard brought in such courts and determined in any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest maximum extent it may legally and effectively do sonot prohibited by law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to any Obligor, any Subordinated Creditor or any Agent, as the case may be, at the address specified in the ABL Credit Agreement; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this subsection any consequential or punitive damages. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS INTERCOMPANY SUBORDINATION AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. [Remainder of page left intentionally blank]

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes other Loan Documents and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws law of the State of New York (without reference to conflict of laws provisions)Colorado. (b) Each of the parties hereto hereby The Borrower and each Guarantor irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property and assets, to the nonexclusive jurisdiction litigation or proceeding of any New York State court kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Lender in any way relating to this Agreement or any federal court other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of Colorado sitting in County, and of the United States District Court of America sitting in New York City, New Yorkthe District of Colorado, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in any such New York Colorado State court or, to the fullest extent permitted under applicable lawby Applicable Law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action action, litigation 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. Nothing in this Agreement or in any other Loan Document shall affect any right that any of the parties hereto Lender may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents Document against the Borrower or Guarantor or its properties in the courts of any jurisdiction. (c) Each of the parties hereto The Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party Document in any New York State or federal courtcourt referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawApplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.13. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions). (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding all matters arising out of or relating to this Agreement (whether in contract, tort or any otherwise) shall be governed by, the law of the State of New York, other Loan Documents than those conflict of law provisions that would defer to which it is a partythe substantive laws of another jurisdiction. This governing law election has been made by the parties in reliance on Section 5-1401 of the General Obligations Law of the State of New York, or for recognition or enforcement of any judgment in respect thereofas amended (as and to the extent applicable), 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 any such New York State court or, to the fullest extent permitted under other applicable law. (b) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, in any such federal courtFOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW LETTER OF CREDIT AGREEMENT, Page 00 XXXX XXXXXX XXX XX XXX XXXXXX XXXXXX 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 AGREEMENT, 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 hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto Issuer may otherwise have to bring any action or proceeding relating to this Agreement any LC Document against the Company or any of the other Loan Documents its properties in the courts of any jurisdiction. (c) Each of the parties hereto party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party LC Document in any New York State or federal courtcourt referred to in clause (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party irrevocably consents to service of process in the manner provided for notices in Section 7.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Governing Law Jurisdiction Etc. (a) This Guaranty Agreement and the Notes each Guaranty Joinder Agreement shall be governed by, and construed in accordance with, the laws law of the State of New York (without reference to conflict of laws provisions)York. (b) Each of the parties Party hereto hereby irrevocably and unconditionally submits, for itself and its property and assetsproperty, to the nonexclusive jurisdiction of any the courts of the State of New York State court or any federal court sitting in New York County and of the United States District Court of America sitting in New York City, 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 Guaranty Agreement or any of the other Loan Documents to which it is a partyGuaranty Joinder Agreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 any such New York State court Court or, to the fullest extent permitted under by applicable lawLaw, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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 lawLaw. Nothing in this Guaranty Agreement or any Guaranty Joinder Agreement shall affect any right that the Administrative Agent or any of the parties hereto Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty Agreement or any of the other Loan Documents Guaranty Joinder Agreement against any Guarantor or its properties in the courts of any jurisdiction. (c) Each of the parties Party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Agreement or any of the other Loan Documents to which it is a party Guaranty Joinder Agreement in any New York State or federal courtcourt referred to in paragraph (b) of this Section. Each of the parties Parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each Party hereto irrevocably consents to service of process in the manner provided for notices in Section 23. Nothing in this Guaranty Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable Law.

Governing Law Jurisdiction Etc. (a) This IP Security Agreement and the Notes shall be governed by, and construed in accordance with, with and governed by the laws law of the State of New York (without reference regard to conflict conflicts of laws provisions)law principles. (b) Each of the parties hereto Grantor and each other party to this IP Security Agreement hereby irrevocably and unconditionally submits, for itself and its property and assetsproperty, to the nonexclusive exclusive jurisdiction of any New York State federal or state court or any federal court located in the borough of Manhattan in the United States City of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any Note Document (excluding the enforcement of the other Loan Security Documents to which it is a partythe extent such security documents expressly provide otherwise), or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the such parties hereto hereby 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 under applicable by law, in any such federal court. Each of the such parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto Grantor and each other party to this IP Security Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this IP Security Agreement or any of the other Loan Documents to which it is a party Note Document in any New York State or federal courtcourt referred to in clause (b) of this Section 6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each Grantor and each other party to this IP Security Agreement hereto irrevocably consents to service of process in the manner provided for notices in Section 13.01 of the Indenture. Nothing in this IP Security Agreement or any other Note Document will affect the right of any party to this IP Security Agreement to serve process in any other manner permitted by law. (e) EACH GRANTOR AND EACH OTHER PARTY TO THIS IP SECURITY AGREEMENT HEREBY EXPRESSLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS IP SECURITY AGREEMENT OR, ANY OTHER NOTE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT 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 FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE NOTE DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(e).

Governing Law Jurisdiction Etc. (a) This Agreement Guaranty and any claims, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Guaranty and the Notes transactions contemplated by hereby shall be governed by, and construed in accordance with, the laws law of the State of New York. (b) Each Guarantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any L/C Issuer or any Related Party of the foregoing in any way relating to this Guaranty or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York (without reference to conflict of laws provisions). (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any sitting in New York State court or any federal court County, and of the United States District Court of America sitting in New York City, 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 Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in any such New York State state court or, to the fullest extent permitted under applicable lawby Applicable Law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action action, litigation 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. Nothing in this Agreement Guaranty or in any other Loan Document shall affect any right that the Administrative Agent, any of the parties hereto Lender or any L/C Issuer may otherwise have to bring any action or proceeding relating to this Agreement Guaranty or any of the other Loan Documents Document against any Guarantor or any other Loan Party or its properties in the courts of any jurisdiction. (c) Each of the parties hereto Guarantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Guaranty or any of the other Loan Documents to which it is a party Document in any New York State or federal courtcourt referred to in Section 13(b). Each of the parties hereto hereby Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by lawApplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each Guarantor hereto irrevocably consents to service of process in the manner provided for notices in Section 11.02 of the Credit Agreement. Nothing in this Guaranty will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law. (e) Further, each Guarantor does hereby irrevocably make, constitute and appoint Crawford as its true and lawful attorney-in-fact, with full authority in its place and stead and in its name, Xxxxxxxx’x name or otherwise, and with full power of substitution in the premises, from time to time in Xxxxxxxx’x discretion to agree on behalf of, and sign the name of, such Guarantor to any amendment, modification or supplement to, restatement of, or waiver or consent in connection with, this Guaranty, any other Loan Document or any document or instrument pursuant hereto or thereto, and to take any other action and do all other things on behalf of such Guarantor that Crawford may xxxx necessary or advisable to carry out and accomplish the purposes of this Guaranty and the other Loan Documents. Crawford will not be liable for any act or omission nor for any error of judgment or mistake of fact unless the same shall occur as a result of the gross negligence or willful misconduct of Crawford. This power, being coupled with an interest, is irrevocable by any Guarantor for so long as this Guaranty shall be in effect with respect to such Guarantor. By its signature hereto, Crawford consents to its appointment as provided for herein and agrees promptly to distribute all process, notices and other communications to each Guarantor. CHAR1\0000000x0

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions). (b) York. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, 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 any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) . Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, the The laws of the State of New York will govern this Agreement and any claim, controversy, dispute or cause of action (without reference whether in contract or tort or otherwise) based upon, arising out of or relating to conflict of laws provisions)this Agreement and the transactions contemplated hereby and thereby. (b) Each of the parties hereto hereby Grantor irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property and assets, to the nonexclusive jurisdiction litigation or proceeding of any kind whatsoever, whether in law or equity, or whether in contract or tort or otherwise, against the Secured Parties in any way relating to this Agreement or the transactions contemplated hereby, in any forum other than the courts of the State of New York State court or any federal court sitting in the city of New York, borough of Manhattan, and of the United States District Court of America sitting in New York City, 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 Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined brought in any such New York State court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action action, litigation 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. Nothing in this Agreement herein shall affect any right that any of the parties hereto Secured Parties may otherwise have to bring any action or proceeding relating to this Agreement against any Grantor or any of the other Loan Documents its properties in the courts of any jurisdiction. (c) Each of the parties hereto Grantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal courtsuch court referred to in Section 22(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each Grantor irrevocably consents to the service of process in the manner provided for notices in Section 19 and agrees that nothing herein will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State Province of New York (without reference British Columbia and the laws of Canada applicable in that Province but to conflict the extent the laws of the jurisdiction in which any collateral is located require the laws provisions)of such jurisdiction to govern with respect to such collateral then the laws of the jurisdiction where such collateral is located shall govern. (b) Each of the parties hereto hereby The Chargor irrevocably and unconditionally submits, for itself and its property and assets, submits to the nonexclusive non-exclusive jurisdiction of any New York State court or any federal court the courts of the United States Province of America sitting in New York City, New YorkBritish Columbia, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a partyAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby The Chargor 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. Nothing in this Agreement shall affect any right that any of the parties hereto Pretium may otherwise have to bring any action or proceeding relating to this Agreement against the Chargor or any of the other Loan Documents its assets in the courts of any jurisdiction. (c) Each of the parties hereto The Chargor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal courtcourt referred to in Section 1.11(b). Each of the parties hereto hereby The Chargor irrevocably waives, to the fullest extent permitted by lawapplicable Law, the defense defence of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement Agreement, the Notes and the Notes other Loan Documents, unless otherwise expressly set forth therein, shall be governed by, construed and construed enforced in accordance with, with the laws of the State of New York (York, without reference giving effect to the conflict of laws provisions)law principles thereof. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, consents to the nonexclusive exclusive jurisdiction of any New York State court or any federal court of the United States District Court for the Southern District of America New York sitting in New York CityCounty, Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New YorkYork sitting in New York County, Borough of Manhattan), and of any appellate court from any thereof, in any action action, claim or other proceeding arising out of or relating to any dispute in connection with this Agreement or any of Agreement, the Notes and the other Loan Documents to which it is a partyDocuments, any rights or obligations hereunder or thereunder, or for recognition or enforcement the performance of any judgment in respect thereof, such rights and obligations and each of the parties hereto 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 the Administrative Agent or any of its Related Parties may only) be heard and determined in any such Federal (to the extent permitted by law) or New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any a summons and complaint and other process in any action, claim or proceeding brought by any other process which may be served party hereto in connection with this Agreement, the Notes or the other Loan Documents, any such action rights or proceeding by certified mail, return receipt requestedobligations hereunder or thereunder, or by delivering a copy the performance of such process to such partyrights and obligations, at on behalf of itself or its address property, in the manner specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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 law12.02. Nothing in this Agreement Section 12.14 shall affect any the right that of any of the parties hereto may otherwise have to serve legal process in any other manner permitted by Applicable Law or affect the right of the Administrative Agent or any Lender to bring any action or proceeding relating to this Agreement against the Borrower or any of the other Loan Documents its properties in the courts of any jurisdictionother jurisdictions. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Deposit Agreement and the Notes Receipts shall be interpreted and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance with, by the laws of the State of New York (without reference to conflict of laws provisions). (b) Each of York. The Company irrevocably agrees that any legal suit, action or proceeding against the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to Company brought by the nonexclusive jurisdiction of any New York State court Depositary or any Holder, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may be instituted in any state or federal court of the United States of America sitting in New York CityYork, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, 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 any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection that which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company also irrevocably agrees that any legal suit, action or proceeding against the Depositary brought by the Company, arising out of or relating based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York. The Company has appointed C T Corporation System, 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the "Authorized Agent") upon which process may be served in any such action arising out of or based on this Deposit Agreement or the transactions contemplated hereby which may be instituted in any state or federal court in New York, New York by the Depositary or any Holder, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Company agrees to take 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. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Authorized Agent (whether or not the appointment of such Authorized Agent shall for any reason prove to be ineffective or such Authorized Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 16(b) hereof. The Company agrees that the failure of the Authorized Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process in New York, the Company shall promptly appoint a successor that is a legal entity with offices in New York, New York, so as to serve and will promptly advise the Depositary thereof. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Notwithstanding the foregoing, any action based on this Deposit Agreement may be instituted by the Depositary in any competent court in the United Kingdom and/or the United States. By holding an American Depositary Share or an interest therein, Holders and owners of American Depositary Shares each irrevocably agree, to the fullest extent permitted by applicable law, that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. To the extent that the Company or any of its properties, assets or revenues may have or may hereafter be entitled to, or have attributed to it, any right of immunity, on the other Loan Documents to which it is a party grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any New York State respect thereof, from setoff or federal counterclaim, from the jurisdiction of any court. Each , from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal process or proceeding for the parties hereto hereby irrevocably waivesgiving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or other matter under or arising out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, the Company, to the fullest extent permitted by law, the defense of an inconvenient forum hereby irrevocably and unconditionally waives, and agrees not to the maintenance of such action plead or proceeding in claim, any such courtimmunity and consents to such relief and enforcement. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN RECEIPTS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions)York. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, 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 any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other 102 107 jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.. 103 108

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, with and governed by the laws law of the State of New York (without reference to conflict of laws provisions)York. (b) Each of the parties party hereto hereby irrevocably and unconditionally submits, for itself and its property and assetsproperty, to the nonexclusive jurisdiction of the Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, any New York State or Federal court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, City in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a partyTransaction Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties party hereto hereby 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 under applicable by law, in any such federal Federal court. Each of the The parties hereto hereby irrevocably consents waive, to the service fullest extent they may effectively do so, the defense of copies an inconvenient forum to the maintenance of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable lawproceeding. Each of the The parties hereto hereby agrees agree 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party Transaction Document in any New York State or federal courtcourt referred to in subsection (b) of this Section. Each of the parties party hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court. (d) Each Guarantor consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to it in care of ACSC at its address specified in Section 7.01(b). ACI consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the attention of the ACSC at its address specified in Section 7.01(c), or in any other manner permitted by applicable law. Nothing in this Section 7.08 shall affect the right of any Bank or the Agent to serve legal process in any other manner permitted by law.

Governing Law Jurisdiction Etc. (a1) This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York (without reference regard to conflict any laws of the State of New York that would require the application of the laws provisions)of another jurisdiction. (b2) Each of the parties hereto hereby The Borrower irrevocably and unconditionally submits, for itself and its property and assetsAssets, to the nonexclusive non-exclusive jurisdiction of any New York the state and federal courts located in the City and State court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a partyCredit Document, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement or in any other Credit Document shall affect any right that the Agent, or any of the parties hereto Lender may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents Credit Document against any Credit Party or its Assets in the courts of any jurisdiction. (c3) Each The Borrower irrevocably consents to the service of any and all process in any such action or proceeding to the Borrower at the address provided for it in Section 11.4. 11.4.Nothing in this Section 11.10(3) limits the right of the parties hereto Agent or any Lender to serve process in any other manner permitted by Applicable Law. (4) The Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party Credit Document in any New York State or federal courtcourt referred to in Section 11.10(2). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawApplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (5) Notwithstanding anything else contained in the Credit Documents, the Borrower and each Credit Party hereby agrees, for the sole benefit of the Lender, upon demand by the Agent, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise arising out of or relating to in any way (i) anythe First Advance, Security and related Credit Documents which are the subject of this Agreement and its negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit. Any arbitration proceeding will (i) proceed in a location in New York, New York selected by the American Arbitration Association (“AAA”), or such other administrator as the parties shall mutually agree upon; (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s (or such other administrator’s) commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA’s (or such other administrator’s) optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator(s) will be a neutral attorney licensed in the State of New York or a neutral retired judge of the state or federal judiciary of New York, in either case with a minimum of ten years’ experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator(s) will determine whether or not an issue is arbitrable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator(s) will decide (by documents only or with a hearing at the discretion of the arbitrator(s)) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator(s) shall resolve all disputes in accordance with the substantive law of New York and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator(s) shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the New York Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. In any arbitration proceeding discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than 20 days before the hearing date and within 180 days of the filing of the dispute with the AAA. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator(s) upon a showing that the request for discovery is essential for the party's presentation and that no alternative means for obtaining information is available. The arbitrator(s) shall award all costs and expenses of the arbitration proceeding.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, with the internal laws of the State of New York (without reference applicable to conflict of laws provisions). (b) Each of the parties contracts made and wholly performed within such state. The Parties hereto hereby irrevocably and unconditionally submitsagree that any suit, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding brought by either Party to enforce any provision of, or based on any matter arising out of or relating to in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal or state court located in the State of New York. Each of the other Loan Documents Parties hereto submits to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect jurisdiction of any such court in any suit, action or proceeding may be heard seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and determined hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in any such New York State court oraction or proceeding. Each Party hereto irrevocably waives, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do soLaw, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties hereto hereby unconditionally waives trial by jury in any legal action or proceeding relating to this Agreement or the transactions contemplated hereby.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes Guarantee -------------------------------- Supplement shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions)York. (b) Each of the parties hereto The undersigned hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State state court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Guarantee Supplement, the Guarantee or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto undersigned hereby 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 state court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto The undersigned hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02set forth below its name on the signature page to this Guarantee Supplement, or by any other method permitted under by applicable law. Each of the parties hereto The undersigned 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. Nothing in this Agreement Guarantee Supplement or the Guarantee shall affect any right that any of the parties hereto party may otherwise have to bring any action or proceeding relating to this Agreement Guarantee Supplement, the Guarantee or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Guarantee Supplement or any of the other Loan Documents to which it is a party in any New York State state court or federal court. Each of the parties hereto The undersigned hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, the laws law of the State of New York (without reference regard to conflict the principles of conflicts of laws provisionsthereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assetsproperty, to the nonexclusive jurisdiction of any the courts of the State of New York State court or any federal court sitting in New York and of the United States District Court of America sitting in New York City, 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 Agreement or any of the other Loan Documents to which it is a partyDocument, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 any such New York State court or, to the fullest extent permitted under by applicable law, in any such federal Federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement or in any other Loan Document shall affect any right that Agent or any of the parties hereto Lender may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents Document against any other party or its properties in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party Document in any New York State or federal courtcourt referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.2. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Jurisdiction Etc. (a) This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the Notes transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions). (b) Each of the parties hereto hereby York. The Subordinated Lender irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property and assets, to the nonexclusive jurisdiction litigation or proceeding of any New York State court kind whatsoever, whether in law or equity, or whether in contract or tort or otherwise, against any Senior Secured Party, or any federal court of their respective Related Parties in any way relating to this Agreement, in any forum other than the United States District Court for the Southern District of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined brought in any such New York State court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action action, litigation 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. Nothing in this Agreement herein shall affect any right that any of the parties hereto Senior Secured Parties may otherwise have to bring any action or proceeding relating to this Agreement against the Subordinated Lender or any of the other Loan Documents Debtors or their respective properties in the courts of any jurisdiction. (c) Each of the parties hereto . The Subordinated Lender irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, such action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal courtsuch court referred to in Section 9.17(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (b) Each party hereto irrevocably consents to the service of process in the manner provided for notices in Section 9.09 and agrees that nothing herein will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed byTHIS AGREEMENT SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, the laws of the State of New York (without reference to conflict of laws provisions)THE LAWS OF THE STATE OF NEW YORK. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assetsproperty, to the nonexclusive exclusive jurisdiction of any U.S. federal or New York State court or any federal court of the United States of America sitting in New York CityYork, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Agreement, any other Loan Document or any of the other Loan Documents to which it is a partytransactions relating hereto or thereto, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties hereto 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 the Lender) be heard and determined in any such New York State state court or, to the fullest extent permitted under applicable by law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto hereby irrevocably and unconditionally waiveswaive, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party Document in any New York State or federal courtcourt referred to in Section 30. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 21. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, the internal laws of the State state of New York (without reference to conflict of laws provisions)York. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assetsproperty, to the nonexclusive jurisdiction of any the courts of the state of New York State court or any federal court sitting in New York county in the borough of manhattan and of the United States District Court for the Southern District of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement agreement or any of the other Loan Documents Document to which it each is a party, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 any such New York State court state courts or, to the fullest extent permitted under by applicable lawLaws, in any such federal courtcourts. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement agreement or in any other Loan Document shall affect any right that administrative agent or any of the parties hereto lender may otherwise have to bring any action or proceeding relating to this Agreement agreement or any other Loan Document against any loan party or any of the other Loan Documents its properties in the courts of any other jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable Laws, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party Document in any New York State or federal courtcourt referred to in subsection (b) of this section 7.10. Each each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable laws, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 7.6. nothing in this agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable laws.

Governing Law Jurisdiction Etc. (a1) This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State Province of New York (without reference to conflict Alberta and the laws of laws provisions)Canada applicable in that Province. (b2) Each of the parties hereto hereby The Borrower irrevocably and unconditionally submits, for itself and its property and assetsAssets, to the nonexclusive non- exclusive jurisdiction of any New York State court or any federal court the courts of the United States Province of America sitting in New York City, New YorkAlberta, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a partyCredit Document, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement or in any other Credit Document shall affect any right that the Administrative Agent or any of the parties hereto Lender may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents Credit Document against any Credit Party or its Assets in the courts of any jurisdiction. (c3) Each The Borrower irrevocably consents to the service of any and all process in any such action or proceeding to the Borrower at the address provided for it in Section 10.4. Nothing in this Section 10.10(3) limits the right of the parties hereto Administrative Agent or any Lender to serve process in any other manner permitted by Applicable Law. (4) The Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party Credit Document in any New York State or federal courtcourt referred to in Section 10.10(2). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawApplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed byby and construed and enforced in accordance with the internal laws of the State of New York without giving effect to the principles of conflicts of laws. (b) Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall be brought or otherwise commenced solely in any state or federal court located in the State of New York. Each Party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section 6.01 by the state and federal courts located in the State of New York and in connection therewith hereby waives, and construed in accordance withagrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York (without reference to conflict of laws provisions). (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, 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 any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waivesEACH PARTY HEREBY WAIVES, to the fullest extent it may legally and effectively do soTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, any objection that it may now or hereafter have to the laying of venue of any suitANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal courtTHE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). Each of the parties hereto hereby irrevocably waivesEACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, to the fullest extent permitted by lawAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 6.01(c).

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes other Loan Documents and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws law of the State of New York. (b) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Lender or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York (without reference to conflict of laws provisions). (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any sitting in New York State court or any federal court County, and of the United States District Court of America sitting in New York City, 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 Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted under applicable lawby Applicable Law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action action, litigation 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. Nothing in this Agreement or in any other Loan Document shall affect any right that any of the parties hereto Lender may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents Document against the Borrower or any other Credit Party or its properties in the courts of any jurisdiction. (c) Each of the parties hereto The Borrower and each other Credit Party irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party Document in any New York State or federal courtcourt referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawApplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

Governing Law Jurisdiction Etc. (a1) This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York (without reference regard to conflict any laws of the State of New York that would require the application of the laws provisions)of another jurisdiction. (b2) Each of the parties hereto hereby The Borrower irrevocably and unconditionally submits, for itself and its property and assetsAssets, to the nonexclusive non-exclusive jurisdiction of any New York the state and federal courts located in the City and State court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a partyCredit Document, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement or in any other Credit Document shall affect any right that the Agent, or any of the parties hereto Lender may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents Credit Document against any Credit Party or its Assets in the courts of any jurisdiction. (c3) Each The Borrower irrevocably consents to the service of any and all process in any such action or proceeding to the Borrower at the address provided for it in Section 11.4. Nothing in this Section 11.10(3) limits the right of the parties hereto Agent or any Lender to serve process in any other manner permitted by Applicable Law. (4) The Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party Credit Document in any New York State or federal courtcourt referred to in Section 11.10(2). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawApplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (5) Notwithstanding anything else contained in the Credit Documents, the Borrower and each Credit Party hereby agrees, for the sole benefit of the Lender, upon demand by the Agent, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise arising out of or relating to in any way (i) the First Advance, Security and related Credit Documents which are the subject of this Agreement and its negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit. Any arbitration proceeding will (i) proceed in a location in New York, New York selected by the American Arbitration Association (“AAA”), or such other administrator as the parties shall mutually agree upon; (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s (or such other administrator’s) commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA’s (or such other administrator’s) optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator(s) will be a neutral attorney licensed in the State of New York or a neutral retired judge of the state or federal judiciary of New York, in either case with a minimum of ten years’ experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator(s) will determine whether or not an issue is arbitrable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator(s) will decide (by documents only or with a hearing at the discretion of the arbitrator(s)) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator(s) shall resolve all disputes in accordance with the substantive law of New York and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator(s) shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the New York Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. In any arbitration proceeding discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than 20 days before the hearing date and within 180 days of the filing of the dispute with the AAA. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator(s) upon a showing that the request for discovery is essential for the party’s presentation and that no alternative means for obtaining information is available. The arbitrator(s) shall award all costs and expenses of the arbitration proceeding.

Governing Law Jurisdiction Etc. (a) This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the Notes transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions)York. (b) Each of the parties party hereto hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property and assets, to the nonexclusive jurisdiction litigation or proceeding of any kind whatsoever, whether in law or equity, or whether in contract or tort or otherwise, against any other party hereto in any way relating to this Agreement or the transactions contemplated hereby, in any forum other than the courts of the State of New York State court or any federal court sitting in the city of New York and of the United States District Court of America sitting in New York City, 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 Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each . Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined brought in any such New York State court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action action, litigation 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, such action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal courtsuch court referred to in Section 9.12(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto irrevocably consents to the service of process in the manner provided for notices in Section 9.7 and agrees that nothing herein will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes Guarantee ---------------------------------------------- shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions)York. (b) Each of the parties hereto Guarantors hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State state court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Guarantee or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto Guarantors hereby 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 state court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto Guarantors hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.029, or by any other method permitted under by applicable law. Each of the parties hereto Guarantors 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. Nothing in this Agreement Guarantee shall affect any right that any of the parties hereto Guarantors, the Administrative Agent or any of the Lender Parties may otherwise have to bring any action or proceeding relating to this Agreement Guarantee or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto Guarantors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Guarantee or any of the other Loan Documents to which it is a party in any New York State state court or federal court. Each of the parties hereto Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.. [the remainder of this page intentionally left blank]

Governing Law Jurisdiction Etc. (a) This Unless otherwise specified therein, this Joinder Agreement and the Notes shall be governed by, by and construed in accordance with, with the laws of the State of New York (without reference to conflict and the United States of laws provisions). (b) America. Each of the parties hereto Joining Guarantor hereby irrevocably and unconditionally submits, for itself and its property and assetsproperty, to the nonexclusive jurisdiction of any New York State court or any federal Federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Joinder Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 any such New York State court or, to the fullest extent permitted under applicable by law, in any such federal Federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby Joining Guarantor 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. Nothing in this Joinder Agreement shall affect any right that any of the parties hereto party may otherwise have to bring any action or proceeding relating to this Joinder Agreement or any of the other Loan Documents in the courts of any jurisdiction. (b) EACH JOINING GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY IN ANY NEW YORK STATE OR FEDERAL COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. (c) Each of the parties hereto irrevocably and unconditionally waivesEACH JOINING GUARANTOR, to the fullest extent it may legally and effectively do soTHE AGENT AND THE LENDERS IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, any objection that it may now or hereafter have to the laying of venue of any suitPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waivesTORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT, to the fullest extent permitted by lawANY OF THE LOAN DOCUMENTS OR THE ACTIONS OF THE AGENT OR ANY LENDER IN THE NEGOTIATION, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law Jurisdiction Etc. (a) This Agreement The formation, construction, and performance of this Agreement, including the Notes rights and duties of the parties hereunder, shall be governed byconstrued, interpreted, governed, applied and construed enforced in accordance with, with the laws of the State of New York (Delaware applicable to agreements entered into and performed entirely therein by residents thereof, without reference regard to conflict any provisions relating to conflicts of laws provisions)among different jurisdictions. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assetsproperty, to the nonexclusive exclusive jurisdiction of any New York State court or any federal court the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States of America sitting in New York City, New Yorkthe State of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment in respect thereofrelating thereto, and each of the parties hereto hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States of America sitting in the State of Delaware), (ii) agrees that all claims any claim in respect of any such action or proceeding may be heard and determined in Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States of America sitting in the State of Delaware), and any such New York State appellate court orfrom any thereof, (iii) waives, to the fullest extent permitted under applicable lawit may legally and effectively do so, in any objection which it may now or hereafter have to the laying of venue of any such federal courtaction or proceeding in Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States of America sitting in the State of Delaware), and (iv) waives, to the fullest extent it may legally and effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States of America sitting in the State of Delaware). Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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 lawLaw. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.2. Nothing in this Agreement shall will affect the right of any right that any of the parties hereto may otherwise have to bring any action or proceeding relating party to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party serve process in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent other manner permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtLaw.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, the laws law of the State of New York (without reference to conflict of laws provisions)Texas. (b) Each of the parties hereto hereby Borrowers irrevocably and unconditionally submits, for itself and its property and assetsproperty, to the nonexclusive jurisdiction of any New York the courts of the State court or any federal court of Texas sitting in Dallas County and of the United States District Court of America sitting in New York City, New Yorkthe Northern District of Texas, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a partyDocument, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 any such New York Texas State court or, to the fullest extent permitted under by applicable law, in any such federal Federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any of the parties hereto Lender may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents Document against any Borrower or its properties in the courts of any jurisdiction. (c) Each of the parties hereto Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party Document in any New York State or federal courtcourt referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.02. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Jurisdiction Etc. (a) This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the Notes transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions)Florida. (b) Each of the The parties hereto hereby irrevocably and unconditionally submitsagree that all disputes among or between them arising out of, for itself and its property and assetsconnected with, related to, or incidental to the nonexclusive relationship established among or between them in connection with this Agreement, whether arising in contract, tort, equity, or otherwise, shall be resolved only by state or federal courts located or having jurisdiction in Sumter County, Florida or the Middle District of Florida and hereby consent and submit to the jurisdiction of any New York State court local, state or any federal court located within said county and said state. The parties hereto acknowledge, however, that any appeals from those courts may have to be heard by a court located outside of Sumter County, Florida. The parties hereto waive in all disputes any objection that they may have to the location of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of considering the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties dispute. (c) Each party hereto hereby 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 under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies process in the manner provided for notices in Section 11.3 and agrees that nothing herein will affect the right of any summons and complaint and any other party hereto to serve process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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 permitted by applicable law. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (cd) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly relating to this agreement or the defense transactions contemplated hereby whether based on contract, tort or any other theory. Each party hereto (a) certifies that no agent, attorney, representative or any other person has represented, expressly or otherwise, that such other person would not seek to enforce the foregoing waiver in the event of an inconvenient forum litigation, and (b) acknowledges that it and the other parties hereto have been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this section. (e) Without limiting the generality of the foregoing, the Borrower agrees that the Lender shall have the right to proceed against the Borrower in a court in any location to enable the Lender to enforce a judgment or other court order entered in favor of the Lender. The Borrower waives any objection that they may have to the maintenance location of such action or the court in which the lender has commenced a proceeding described in any such courtthis section.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, the The laws of the State of New York Colorado will govern this Agreement and any claim, controversy, dispute or cause of action (without reference whether in contract or tort or otherwise) based upon, arising out of or relating to conflict of laws provisions)this Agreement and the transactions contemplated hereby and thereby. (b) Each of the parties hereto hereby Grantor irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property and assets, to the nonexclusive jurisdiction litigation or proceeding of any New York kind whatsoever, whether in law or equity, or whether in contract or tort or otherwise, against Secured Party in any way relating to this Agreement or the transactions contemplated hereby, in any forum other than the courts of the State court or any federal court of Colorado sitting in Denver County, and of the United States District Court of America sitting in New York City, New Yorkthe Colorado, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined brought in any such New York Colorado State court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action action, litigation 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. Nothing in this Agreement herein shall affect any right that any of the parties hereto Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against Grantor or any of the other Loan Documents its properties in the courts of any jurisdiction. (c) Each of the parties hereto Grantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal courtsuch court referred to in Section 22(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Grantor irrevocably consents to the service of process in the manner provided for notices in Section 19 and agrees that nothing herein will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed byTHIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, and construed in accordance withINCLUDING AS TO VALIDITY, the laws of the State of New York (without reference to conflict of laws provisions)INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. (b) Each Xxxxxx, Xxxxx and Seller hereby irrevocably submit to the jurisdiction of the parties hereto hereby irrevocably courts of the State of Delaware and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court courts of the United States of America sitting solely in New York City, New York, respect of the interpretation and any appellate court from any thereof, in any action or proceeding arising out enforcement of or relating to the provisions of this Agreement or any and of the other Loan Documents documents referred to which it is a party, or for recognition or enforcement of any judgment in this Agreement and in respect thereof, and each of the parties hereto hereby Contemplated Transactions. Each of Parent, Xxxxx and Seller irrevocably and unconditionally agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the Contemplated Transactions, or with respect to any such action or proceeding, shall be heard and determined in such a Delaware state or federal court, and that such jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each of Parent, Buyer and Seller hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that it is not subject to such jurisdiction. Each of Parent, Buyer and Seller hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. Parent, Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11.1 or in such other manner as may be heard permitted by law, shall be valid and determined in sufficient service thereof for the purpose of any such New York State court or, Action against a party hereto with respect to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requestedsubject matter of, or by delivering a copy of such process to such partyrelated to, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdictionContemplated Transactions. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE CONTEMPLATED TRANSACTIONS.

Governing Law Jurisdiction Etc. (ai) This Agreement and the Notes shall be governed by, by and construed in accordance with, with the laws of the State of New York (York, without reference regard to conflict conflicts of laws provisions)principles thereof. (bii) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assetsproperty, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a partyAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 any such New York State court or, to the fullest extent permitted under applicable by law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (ciii) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection or immunity (on the grounds of sovereign or otherwise) that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. CIFSA irrevocably appoints CT Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. CIFSA represents and warrants that such agent has agreed to act as its agent for service of process, and CIFSA agrees to take 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. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, by and construed in accordance with, with the laws of the State of New York (Delaware without reference regard to conflict its conflicts of laws provisions). (b) law principles that would result in the application of another state’s laws. Each of the parties hereto hereby party to this Agreement irrevocably and unconditionally submits, for itself and its property and assets, submits to the nonexclusive jurisdiction of deferral or state courts located in the State of Delaware for any New York State court or any federal court of the United States of America sitting in New York Citysuit, New York, and any appellate court from any thereof, in any action or other proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereofAgreement, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted under applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating party to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawthat it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding other proceeding. The parties hereto further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such courtjudgment. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. The parties hereto further agree to take any and all actions necessary or appropriate to effect this Section 12.

Governing Law Jurisdiction Etc. (a) This Agreement and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Agreement and the Notes transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions)Wyoming. (b) Each of The Junior Loans Creditors and the parties hereto hereby Borrower irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property and assetslitigation, to the nonexclusive jurisdiction or proceeding of any New York State court kind whatsoever, whether in law or equity, or whether in contract or tort or otherwise, against the Lender , or any federal court of their respective Related Parties in any way relating to this Agreement or the transactions contemplated hereby, in any forum other than the courts of the State of Wyoming sitting in Cheyenne County and of the United States District Court of America sitting in New York City, New Yorkthe District of Wyoming, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation, or proceeding may be heard and determined brought in any such New York State Wyoming state court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action action, litigation, 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. Nothing in this Agreement herein shall affect any right that any of the parties hereto Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Junior Loans Creditors or any of the other Loan Documents Borrower or its/their respective properties in the courts of any jurisdiction. (c) Each of The Junior Loans Creditors and the parties hereto Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, such action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal courtsuch court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto irrevocably consents to the service of process in the manner provided for notices in Section 9.08and agrees that nothing herein will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall in all respects be governed by, and construed in accordance with, with and governed by the laws of the State of New York (Delaware, without reference regard to principles of conflict of laws provisions). (b) thereof. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, submits to the nonexclusive jurisdiction of any New York State Washington state court or any federal court of the United States of America sitting in New York City, New Yorkthe State of Washington, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 any such New York State court Washington state or, to the fullest extent permitted under applicable by law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it either of them may legally and effectively do so, any objection that it either of them may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State Washington state or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, the The laws of the State of New York will govern this Agreement and any claim, controversy, dispute or cause of action (without reference whether in contract or tort or otherwise) based upon, arising out of or relating to conflict of laws provisions)this Agreement and the transactions contemplated hereby and thereby. (b) Each of the parties hereto hereby Grantor irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property and assets, to the nonexclusive jurisdiction litigation or proceeding of any kind whatsoever, whether in law or equity, or whether in contract or tort or otherwise, against the Secured Parties in any way relating to this Agreement or the transactions contemplated hereby, in any forum other than the courts of the State of New York State court or any federal court sitting in the city of New York, borough of Manhattan, and of the United States District Court of America sitting in New York City, 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 Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined brought in any such New York State court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action action, litigation 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. Nothing in this Agreement herein shall affect any right that any of the parties hereto Secured Parties may otherwise have to bring any action or proceeding relating to this Agreement against Grantor or any of the other Loan Documents its properties in the courts of any jurisdiction. (c) Each of the parties hereto Grantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal courtsuch court referred to in Section 22(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Grantor irrevocably consents to the service of process in the manner provided for notices in Section 19 and agrees that nothing herein will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Jurisdiction Etc. (a) This Agreement and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Agreement and the Notes transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws provisions). (b) [STATE]. [Each of the/The] Second Lien Agent [and the parties hereto hereby Borrower] irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property and assetslitigation, to the nonexclusive jurisdiction or proceeding of any New York State court kind whatsoever, whether in law or equity, or whether in contract or tort or otherwise, against the First Lien Agent or any federal court First Lien Creditor, or any of their respective Related Parties in any way relating to this Agreement or the transactions contemplated hereby, in any forum other than the courts of the State of [STATE] sitting in [COUNTY] County and of the United States District Court of America sitting in New York City, New Yorkthe [CIRCUIT], and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the [exclusive] jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation, or proceeding may be heard and determined brought in any such New York [STATE] State court or, to the fullest extent permitted under by applicable law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action action, litigation, 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. Nothing in this Agreement herein shall affect any right that the First Lien Agent or any of the parties hereto First Lien Creditor may otherwise have to bring any action or proceeding relating to this Agreement against the Second Lien Agent [or any of the other Loan Documents Borrower] or [its/their respective] properties in the courts of any jurisdiction. (c) . [Each of the/The] Second Lien Agent [and the parties hereto Borrower] irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, such action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal courtsuch court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.. Each party hereto irrevocably consents to the service of process in the manner provided for notices in Section 9.09 and agrees that nothing herein will affect the right of any party hereto to serve process in any other manner permitted by applicable law. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE, OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. [SIGNATURE PAGE FOLLOWS]

Governing Law Jurisdiction Etc. (a) This Agreement and the Notes shall be governed by, by and construed in accordance with, with the laws of the State of New York (without reference to Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws provisions)law hereof. (b) Each The parties hereto, on their behalf and on behalf of their respective Affiliates, irrevocably submit to the exclusive jurisdiction of the parties hereto hereby irrevocably Court of Chancery of the State of Delaware (or, if such Court or the Delaware Supreme Court determines that the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matter, the Superior Court of the State of Delaware) and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State court or any federal court Courts of the United States of America sitting located in New York Citythe State of Delaware (and of the appropriate appellate Courts therefrom) in connection with any dispute arising out of, New Yorkin connection with, in respect of, or in any way relating to: (i) the negotiation, execution and performance of this Agreement and the transactions contemplated hereby; (ii) the interpretation and enforcement of the provisions of this Agreement and the documents referred to in this Agreement; or (iii) any actions of or omissions by any Covered Party (as defined below) in any way connected with, related to or giving rise to any of the foregoing matters (the foregoing clauses (i), (ii) and (iii) collectively, the “Covered Matters”); and hereby waive, and any appellate court from any thereof, agree not to assert as a defense in any action Legal Proceeding with regard to or proceeding arising out of involving a Covered Matter, that such Legal Proceeding may not be brought or relating to is not maintainable in said Courts or that venue thereof may not be appropriate or that this Agreement or any of the other Loan Documents to which it is a party, such document may not be enforced in or for recognition or enforcement of any judgment in respect thereofby such Courts, and each of the parties hereto hereby hereto, on their behalf and on behalf of their respective Affiliates, irrevocably and unconditionally agrees agree that all claims in with respect of any to such action or proceeding may Legal Proceeding shall be heard and determined in exclusively by such a Delaware state or federal Court. The parties hereto, on their behalf and on behalf of their respective Affiliates, hereby consent to and grant any such New York State court orCourt jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with such Legal Proceeding in the manner provided in Section 9.1 or in such other manner as may be permitted by law shall be valid and sufficient service thereof. (c) In addition, by entering into this Agreement, each party hereto, on their behalf and, to the fullest extent permitted under permissible by applicable lawLaw, in on behalf of their respective equityholders, partners, members, directors, Affiliates, officers or agents, as the case may be, covenants, agrees and acknowledges, that it shall not bring any Legal Proceeding (regardless of the legal theory or claim involved or the procedural nature of any such federal court. Each of Legal Proceeding) with regard to any Covered Matter against any Covered Party, other than the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method permitted under applicable law. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdictionhereto. (cd) Each The parties hereto acknowledge and agree that (i) the agreements contained in this Section 9.5 are an integral part of this Agreement and the transactions contemplated hereby, and that, without these agreements, the parties hereto irrevocably would not enter into this Agreement, (ii) any breach of this Section 9.5 would result in irreparable harm and unconditionally waivesthat monetary damages would not be a sufficient remedy for any such breach and (iii) that any breach of this Section 9.5 will be deemed a material breach of this Agreement. Accordingly, each Covered Party shall be entitled to the fullest extent it may legally equitable relief, including injunction and effectively do sospecific performance, as a remedy for any objection that it may now such breach by a party (or hereafter have to the laying any affiliate of venue such party) and in case of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawsuch breach, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtnon-breaching party shall be excused from its performance obligations under this Agreement.