Common use of Governing Law; Jurisdiction; Service of Process Clause in Contracts

Governing Law; Jurisdiction; Service of Process. This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents to the service of process in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by law.

Governing Law; Jurisdiction; Service of Process. This The Agreement, the Quality Agreement and all claims or causes Statement(s) of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, Work shall be governed by and construed in accordance with the Laws laws of the State of DelawareNew York, without giving effect reference to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation principles, otherwise applicable. The parties consent and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees agree that any legal action or proceeding against either party or any of their property with respect to any matter arising under or relating to this Note and Agreement, the Quality Agreement and the rights and obligations arising hereunder, or for recognition and enforcement all Statements of any judgment in respect of this Agreement and the rights and obligations arising hereunder Work may be brought in any court of the City and determined State of New York or any Federal Court of the United States of America located in the federal City and state courts located in Delaware (the “Delaware Courts”)State of New York as Service Provider may elect. Each By execution and delivery of the parties Agreement, both CORONADO and Service Provider each hereby irrevocably submits to and accepts with regard to any such action or proceeding proceeding, for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note By execution and Agreement in any court other than the aforesaid courts. Each delivery of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) both CORONADO and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby Service Provider further irrevocably consents to the service of process in accordance with Section 8.6 any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, in the case of the Plan Service Provider, to the attention of Merger; providedthe Service Provider Contact at its address set forth at the beginning of the Agreement and, howeverin the case of CORONADO, that nothing herein shall affect to the right attention of the CORONADO Contact at its address set forth at the beginning of the Agreement. CORONADO and Service Provider each hereby irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any party suit, action or proceeding arising out of or relating to serve legal process in this Agreement, the Quality Agreement and each Statement of Work, and each hereby further irrevocably waives any other manner permitted by lawclaim that the State of New York is not a convenient forum for any such suit, action or proceeding.

Governing Law; Jurisdiction; Service of Process. This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with federal bankruptcy law, to the Laws extent applicable, and, where state law is implicated, the internal laws of the State of Delaware, without giving effect to any choice or conflict principles of law provision or rule (whether conflicts of law. Without limiting any party’s right to appeal any order of the State Bankruptcy Court, the parties agree that if any dispute arises out of Delaware or in connection with this Agreement or any other jurisdiction) that would cause the application of the laws of documents executed hereunder or in connection herewith, the Bankruptcy Court shall have exclusive personal and subject matter jurisdiction and shall be the exclusive venue to resolve any and all disputes relating to the Transaction. Such court shall have sole jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation over such matters and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral affected thereby and Purchasers and the enforcement of Sellers each hereby consent and submit to such security interestjurisdiction; provided, mortgagehowever, or deed of trust. In additionthat if the bankruptcy proceedings have closed and cannot be reopened, each Maker hereto the Parties agree to unconditionally and irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, submit to the personal exclusive jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring United States District Court for the District of Delaware and any action relating to this Note and Agreement in any appellate court other than thereof, for the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction resolution of any such court claim or from any legal process commenced in such courts (whether through service of noticedispute. The Parties hereby irrevocably waive, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) objection which they may now or hereafter have to the suit, action or proceeding laying of venue of any such dispute brought in such court is brought in an or any defense of inconvenient forum, (ii) forum for the venue maintenance of such suit, action or proceeding is improper or (iii) this Note and Agreement, or dispute. Each of the subject matter hereof, Parties hereto agrees that a judgment in any such dispute may not be enforced in other jurisdictions by suit on the judgment or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents to the service of process in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted provided by law. In the event any such action, suit or proceeding is commenced, the Parties hereby agree and consent that service of process may be made, and personal jurisdiction over any Party hereto in any such action, suit or proceeding may be obtained, by service of a copy of the summons, complaint and other pleadings required to commence such action, suit or proceeding upon the Party at the address of such Party set forth in Section 9.4, unless another address has been designated by such Party in a notice given to the other Parties in accordance with the provisions of Section 9.4.

Governing Law; Jurisdiction; Service of Process. (a) This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, Amendment shall be governed by by, and construed in accordance with with, the Laws laws of the State of DelawareNew York. (b) Each of the parties hereto irrevocably and unconditionally submits, without giving effect for itself and its property, to any choice or conflict the non-exclusive jurisdiction of law provision or rule (whether the courts of the State of Delaware or any other jurisdiction) that would cause the application New York sitting in New York County and of the laws of any jurisdiction other than the State of Delaware; provided that the law United States District Court of the jurisdiction which governs for the creation Southern District of New York and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that appellate court from any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwisethereof, in any action or proceeding with respect arising out of or relating to this Note Amendment, or for recognition or enforcement of any judgment, and Agreement, (a) any claim that it is not personally subject to the jurisdiction each of the above named courts, (b) any claim parties hereto irrevocably and unconditionally agrees that it or its property is exempt or immune from jurisdiction all claims in respect of any such court action or from any legal process commenced proceeding may be heard and determined in such courts (whether through service New York State court or, to the fullest extent permitted by applicable law, in such Federal court. Each of notice, attachment prior to judgment, attachment the parties hereto agrees that a final judgment in aid of execution of judgment, execution of any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or otherwise) and in any other manner provided by law. Nothing in this Amendment shall affect any right that Lender may otherwise have to bring any action or proceeding relating to this Amendment or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any claim objection that (i) it may now or hereafter have to the suit, laying of venue of any action or proceeding arising out of or relating to this Amendment in such any court is brought referred to in an inconvenient forumparagraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courts. To to the fullest extent permitted by applicable law, each the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each of the parties hereto hereby irrevocably consents to the service of process in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall manner provided for notices in the Credit Agreement. Nothing in this Amendment will affect the right of any party to this Amendment to serve legal process in any other manner permitted by law.

Governing Law; Jurisdiction; Service of Process. This Agreement(a) THIS AGREEMENT SHALL BE GOVERNED BY, and all claims or causes of action AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW; PROVIDED, HOWEVER, THAT IF ANY LAWS OF ANY JURISDICTION OTHER THAN NEW YORK SHALL GOVERN IN REGARD TO THE VALID PERFECTION OR EFFECT OF PERFECTION OF ANY LIEN OR IN REGARD TO PROCEDURAL MATTERS AFFECTING ENFORCEMENT OF ANY LIENS IN COLLATERAL, SUCH LAWS OF SUCH OTHER JURISDICTIONS SHALL CONTINUE TO APPLY TO THAT EXTENT. (whether at law, in contract or in tort or otherwiseb) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker Each party hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding for the enforcement of this Agreement or any other Loan Document may be brought in the courts of the State of New York sitting in the County of New York or in any federal court sitting in such court is brought in an inconvenient forum, (ii) County and consents to the exclusive jurisdiction of such courts. Each party to this Agreement hereby waives any objection which it may now or hereafter have to the venue of any such suit, action or proceeding or any such court or that such suit, action or proceeding is improper brought in an inconvenient forum and agrees that a final judgment in any such suit, action or (iii) this Note proceeding shall be conclusive and Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit, action or proceeding on the judgment or in any other manner provided by such courts. To the fullest extent permitted by applicable law, each of the parties . (c) Each party hereto hereby irrevocably consents to the service of process in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall manner provided for notices in SECTION 9.01. Nothing in this Agreement will affect the right of any party hereto to serve legal process in any other manner permitted by lawApplicable Law.

Governing Law; Jurisdiction; Service of Process. This AgreementTHIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company irrevocably consents and all claims agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or causes of action (whether at lawproceeding against it with respect to obligations, in contract liabilities or in tort or otherwise) that may be based upon, arise any other matter arising out of or relate to in connection with this Agreement Indenture or the negotiation, execution or performance hereof, shall Notes may be governed by and construed brought in accordance with the Laws courts of the State of DelawareNew York or the courts of the United States located in the Borough of Manhattan, without giving effect New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any choice action, suit or conflict proceeding for itself in respect of law provision its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or rule (whether hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the State of Delaware New York or any other jurisdiction) that would cause the application courts of the laws United States located in the Borough of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation Manhattan, New York City, New York and enforcement of a security interest, mortgage, hereby further irrevocably and unconditionally waives and agrees not to plead or deed of trust claim in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees court that any legal such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Company shall appoint CT Corporation System, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its agent for service of process in any suit, action or proceeding with respect to this Note and Agreement Indenture and the rights Notes and obligations arising hereunder, for actions brought under the U.S. federal or for recognition and enforcement of state securities laws brought in any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined U.S. federal or state court located in the federal and state courts located Borough of Manhattan in Delaware (the “Delaware Courts”)City of New York. Each The Company shall take all actions, including payment of the parties hereby irrevocably submits with regard fees to any such action or proceeding for itself and in respect of its property, generally and unconditionallyCT Corporation System, to the personal jurisdiction of the aforesaid courts. Each Maker agrees ensure that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents to the service of process in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by lawappointment remains effective at all times.

Governing Law; Jurisdiction; Service of Process. This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to any choice or conflict the extent that mandatory provisions of federal law provision or rule (whether apply. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of Delaware or and any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any appellate court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwisethereof, in any action or proceeding with respect arising out of or relating to this Note Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and Agreement, each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any claim that it is not personally subject to the jurisdiction of the above named courtssuch action except in such court, (b) agrees that any claim that it or its property is exempt or immune from jurisdiction in respect of any such court action or from any legal process commenced proceeding may be heard and determined in such courts (whether through service of noticeDelaware state court, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) waives, to the fullest extent it may legally and effectively do so any objection which it may now or hereafter have to venue of any such action or proceeding in any such Delaware state court, and (d) waives, to the fullest extent permitted by applicable lawLaw, the defense of any claim that (i) inconvenient forum to the suit, maintenance of such action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courtsDelaware state court. To the fullest extent permitted by applicable law, each 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 Law. Each of the parties to this Agreement irrevocably consents to the service of process in accordance with any such action or proceeding in the manner provided for notices in Section 8.6 7 of the Plan of Mergerthis Agreement; provided, however, that nothing herein in this Agreement shall affect the right of any party to this Agreement to serve legal process in any other manner permitted by lawLaw.

Governing Law; Jurisdiction; Service of Process. This Agreement(a) THIS AGREEMENT SHALL BE GOVERNED BY, and all claims or causes of action AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT IF ANY LAWS OF ANY JURISDICTION OTHER THAN NEW YORK SHALL GOVERN IN REGARD TO THE VALID PERFECTION OR EFFECT OF PERFECTION OF ANY LIEN OR IN REGARD TO PROCEDURAL MATTERS AFFECTING ENFORCEMENT OF ANY LIENS IN COLLATERAL, SUCH LAWS OF SUCH OTHER JURISDICTIONS SHALL CONTINUE TO APPLY TO THAT EXTENT. (whether at law, in contract or in tort or otherwiseb) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker Each party hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding for the enforcement of this Agreement or any other Loan Document may be brought in the courts of the State of New York sitting in the County of New York or in any federal court sitting in such court is brought in an inconvenient forum, (ii) County and consents to the exclusive jurisdiction of such courts. Each party to this Agreement hereby waives any objection which it may now or hereafter have to the venue of any such suit, action or proceeding or any such court or that such suit, action or proceeding is improper brought in an inconvenient forum and agrees that a final judgment in any such suit, action or (iii) this Note proceeding shall be conclusive and Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit, action or proceeding on the judgment or in any other manner provided by such courts. To the fullest extent permitted by applicable law, each of the parties . (c) Each party hereto hereby irrevocably consents to the service of process in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall manner provided for notices in SECTION 9.01. Nothing in this Agreement will affect the right of any party hereto to serve legal process in any other manner permitted by lawApplicable Law.

Governing Law; Jurisdiction; Service of Process. This AgreementThe Indenture, the Notes and the Guaranty are governed by, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may will be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with with, the Laws laws of the State of DelawareNew York. The Issuer and the Guarantor have irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, without giving effect to any choice or conflict of law provision or rule (whether of the City and State of Delaware or any other jurisdiction) that would cause New York for the application purposes of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject arising out of or related to the jurisdiction of Notes, the above named courtsGuaranty or the Indenture. The Issuer and the Guarantor have irrevocably waived, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) objection which it may have to the suit, laying of the venue of any such action or proceeding brought in such a court is and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum, (ii) forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the venue of Guarantor have agreed that final judgment in any such suit, action or proceeding is improper or (iii) this Note brought in such court shall be conclusive and Agreement, or the subject matter hereof, binding upon such party and may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents any court to the service jurisdiction of process in accordance with Section 8.6 of the Plan of Mergerwhich such party is subject by a suit upon such judgment; provided, however, that nothing herein shall affect service of process is effected upon such Person in the right manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantor will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to serve the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantor has each appointed National Corporate Research, Ltd., located at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any other manner permitted proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantor shall be deemed in every respect effective service of process upon the Issuer and the Guarantor, provided, however, that no notice by lawmail on the Issuer and the Guarantor or any of its agents shall be deemed effective service of process.

Governing Law; Jurisdiction; Service of Process. This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with federal bankruptcy law, to the Laws extent applicable, and, where state law is implicated, the internal laws of the State Commonwealth of DelawareMassachusetts, without giving effect to any choice or conflict principles of law provision or rule (whether conflicts of law. Without limiting any Party’s right to appeal any Order of the State Bankruptcy Court, the Parties agree that if any dispute arises out of Delaware or in connection with this Agreement or any other jurisdiction) that would cause the application of the laws of documents executed hereunder or in connection herewith, the Bankruptcy Court shall have exclusive personal and subject matter jurisdiction and shall be the exclusive venue to resolve any and all disputes relating to the Transaction. Such court shall have sole jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral over such matters and the enforcement of Parties affected thereby and Purchaser and Seller each hereby Consent and submit to such security interestjurisdiction; provided, mortgagehowever, or deed of trust. In additionthat if the Seller Chapter 11 Case has closed and cannot be reopened, each Maker hereto the Parties agree to unconditionally and irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, submit to the personal exclusive jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring United States District Court for the district in which the Bankruptcy Court is located and any action relating to this Note and Agreement in any appellate court other than thereof, for the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction resolution of any such court Claim or from any legal process commenced in such courts (whether through service of noticedispute. The Parties hereby irrevocably waive, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) objection which they may now or hereafter have to the suit, action or proceeding laying of venue of any such dispute brought in such court is brought in an or any defense of inconvenient forum, (ii) forum for the venue maintenance of such suit, action or proceeding is improper or (iii) this Note and Agreement, or dispute. Each of the subject matter hereof, Parties hereto agrees that a judgment in any such dispute may not be enforced in other jurisdictions by suit on the judgment or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents to the service of process in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted provided by law. In the event any such action, suit or proceeding is commenced, the Parties hereby agree and Consent that service of process may be made, and personal jurisdiction over any Party hereto in any such action, suit or proceeding may be obtained, by service of a copy of the summons, complaint and other pleadings required to commence such action, suit or proceeding upon the Party at the address of such Party set forth in Section 10.4 hereof, unless another address has been designated by such Party in a Notice given to the other Parties in accordance with the provisions of Section 10.4 hereof.

Governing Law; Jurisdiction; Service of Process. (1) This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed governed, including as to validity, interpretation and effect, by and construed in accordance with the Laws of the State Province of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral British Columbia and the enforcement Laws of such security interestCanada applicable therein, mortgage, or deed of trustand shall be construed and treated in all respects as a British Columbia contract. In addition, each Maker hereto irrevocably agrees The Parties agree that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in such court is connection with this Agreement or the transactions contemplated hereby shall be brought in an inconvenient forumany court of the Province of British Columbia, and each of the Parties irrevocably consents to the jurisdiction of such courts (iiand of the appellate courts therefrom) the venue of in any such suit, action or proceeding is improper or (iii) this Note and Agreementirrevocably waives, or the subject matter hereof, may not be enforced in or by such courts. To to the fullest extent permitted by applicable lawthat any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 9.1 shall be deemed effective service. (2) The Purchaser hereby irrevocably designates Blake, Cxxxxxx & Gxxxxxx LLP (in such capacity, the parties hereto hereby consents “Process Agent”), with an office at 500 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx as its designee, appointee and agent to the receive, for and on its behalf, service of process in accordance such jurisdiction in any legal action or proceedings with respect to this Agreement or the transactions contemplated hereby, and such service shall be deemed complete upon delivery thereof to the Process Agent; provided that in the case of any such service upon the Process Agent, the Party effecting such service shall also deliver a copy thereof to the Purchaser in the manner provided in Section 8.6 9.1. The Purchaser shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that the Purchaser shall at all times have an agent for service of process for the above purposes in the Province of British Columbia. In the event of the Plan transfer of Merger; providedall or substantially all of the assets and business of the Process Agent to any other entity by consolidation, howevermerger, that nothing sale of assets or otherwise, such other entity shall be substituted hereunder for the Process Agent with the same effect as if named herein in place of Blake, Cxxxxxx & Gxxxxxx LLP. Nothing herein shall affect the right of any party Party to serve legal process in any other manner permitted by lawapplicable Law. The Purchaser expressly acknowledges that the foregoing waiver is intended to be irrevocable under all applicable Laws.

Governing Law; Jurisdiction; Service of Process. (a) This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, Limited Guarantee shall be governed by and construed in accordance with the Laws laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the . (b) The parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees agree that any legal suit, action or proceeding with respect seeking to this Note and Agreement and the rights and obligations arising hereunderenforce any provision of, or for recognition and enforcement based on any matter arising out of or in connection with, this Limited Guarantee or the transactions contemplated hereby (whether brought by any judgment in respect party or any of this Agreement and the rights and obligations arising hereunder may its Affiliates or against any party or any of its Affiliates) shall be brought and determined in the federal and state courts located in Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the “Delaware Courts”Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each , and each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject consents to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service and of noticethe appropriate appellate courts therefrom) in any such suit, attachment prior to judgmentaction or proceeding and irrevocably waives, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim objection that (i) it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of or that any such suit, action or proceeding is improper brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or (iii) this Note and Agreementproceeding may be served on any party anywhere in the world, whether within or without the subject matter hereof, may not be enforced in or by jurisdiction of any such courtscourt. To Without limiting the fullest extent permitted by applicable lawforegoing, each of the parties hereto hereby consents to the party agrees that service of process on such party as provided in accordance with Section 8.6 7 shall be deemed effective service of the Plan of Merger; provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by lawon such party.

Governing Law; Jurisdiction; Service of Process. This AgreementTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. Any and all claims, controversies, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise arising out of or relate relating to this Agreement Agreement, whether sounding in contract, tort, or the negotiation, execution or performance hereofstatute, shall be governed by and construed in accordance with the Laws laws of the State of DelawareTexas, including its statutes of limitations, without giving effect to any choice conflict-of-laws or conflict of law provision or other rule (whether of the State of Delaware or any other jurisdiction) that would cause result in the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”)different jurisdiction. Each of the parties hereby irrevocably submits hereto (i) shall submit itself to the exclusive jurisdiction of any federal or state court located in Xxxxxx County in the State of Texas, (ii) agrees that venue will be proper as to proceedings brought in any such court with regard respect to such a dispute, (iii) will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (iv) agrees to accept service of process at its address for notices pursuant to this Agreement in any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement brought in any court other than such court. With respect to any such action, service of process upon any party hereto in the aforesaid courtsmanner provided in Section 3.3 for the giving of notices shall be deemed, in every respect, effective service of process upon such party. Each of the Makers hereby parties hereto irrevocably waiveswaives any immunity to jurisdiction to which it may be entitled or become entitled (including sovereign immunity, and agrees not immunity to assertpre-award attachment, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, post-award attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, in any claim that (i) the suit, action proceedings against it arising out of or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) based on this Note and Agreement, Agreement or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents to the service of process in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by lawTransaction.

Governing Law; Jurisdiction; Service of Process. 7.1. This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, Amendment shall be governed by by, and construed in accordance with with, the Laws laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”)New York. 7.2. Each of the parties hereby hereto irrevocably submits with regard to any such action or proceeding and unconditionally submits, for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each courts of the Makers hereby irrevocably waives, State of New York sitting in New York County and agrees not to assert, by way of motion, as a defense, counterclaim or otherwisethe United States District Court of the for the Southern District of New York and any appellate court from any thereof, in any action or proceeding with respect arising out of or relating to this Note Amendment, or for recognition or enforcement of any judgment, and Agreement, (a) any claim that it is not personally subject to the jurisdiction each of the above named courts, (b) any claim parties hereto irrevocably and unconditionally agrees that it or its property is exempt or immune from jurisdiction all claims in respect of any such court action or from any legal process commenced proceeding may be heard and determined in such courts (whether through service New York State court or, to the fullest extent permitted by applicable law, in such Federal court. Each of notice, attachment prior to judgment, attachment the parties hereto agrees that a final judgment in aid of execution of judgment, execution of any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or otherwise) in any other manner provided by law. Nothing in this Amendment shall affect any right that any Credit Party may otherwise have to bring any action or proceeding relating to this Credit Agreement or any other Loan Document against either Borrower or any other Loan Party or its properties in the courts of any jurisdiction. 7.3. Each of the parties hereto irrevocably and (c) unconditionally waives, to the fullest extent permitted by applicable law, any claim objection that (i) it may now or hereafter have to the suit, laying of venue of any action or proceeding arising out of or relating to this Amendment in such any court is brought referred to in an inconvenient forumparagraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courts. To to the fullest extent permitted by applicable law, each the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 7.4. Each of the parties hereto hereby irrevocably consents to the service of process in accordance with the manner provided for notices in Section 8.6 11.02 of the Plan of Merger; provided, however, that nothing herein shall Credit Agreement. Nothing in this Amendment will affect the right of any party to this Amendment to serve legal process in any other manner permitted by law.

Governing Law; Jurisdiction; Service of Process. (a) This Agreement, and all claims or causes of action (whether at lawLaw, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the Laws internal laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided . Each party expressly agrees and acknowledges that the law State of the jurisdiction which governs the creation and enforcement of Delaware has a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of reasonable relationship to the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with and/or this Agreement. (b) With respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject arising out of or relating to the jurisdiction of the above named courtsMerger or any document or instrument delivered in connection therewith, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents expressly and irrevocably (i) agree and consent to be subject to the exclusive jurisdiction of the United States District Court located in the State of Delaware (and in the absence of Federal jurisdiction, the parties consent to be subject to the exclusive jurisdiction of the Delaware Chancery Court located in Wilmington, Delaware or, if such court lacks jurisdiction, the other state courts located In Wilmington, Delaware), and agree not to object to venue in such courts or to claim that such forum is inconvenient, and (ii) agree not to bring any action related to the Merger or any document or instrument delivered in connection therewith, including this Agreement, in any other court (except to enforce the judgment of such courts). Final judgment by such courts shall be conclusive and may be enforced in any manner permitted by applicable Regulations. Each party further agrees that service of process may be effected or delivered by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by law10.3.

Governing Law; Jurisdiction; Service of Process. This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with and governed by the Laws law of the State of DelawareNew York. (a) Each party irrevocably and unconditionally submits, without giving effect for itself and its property, to any choice or conflict the nonexclusive jurisdiction of law provision or rule (whether the Supreme Court of the State of Delaware or any other jurisdiction) that would cause the application New York sitting in New York County and of the laws of any jurisdiction other than the State of Delaware; provided that the law United States District Court of the jurisdiction which governs the creation and enforcement Southern District of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waivesNew York, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwiseany relevant appellate court, in any action or proceeding with arising out of or rto this Agreement or any Option, or for recognition or enforcement of any judgment, and each party hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each party 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 Agreement or any Option shall affect any right that Issuer may otherwise have to bring any action or proceeding relating to this Note Agreement or any Option against the Purchaser or its properties in the cof any jurisdiction. (b) Each party irrevocably and Agreementunconditionally waives, to the fullest eit 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 Option in any court referred to in subsection (a) any claim that it is not personally subject to the jurisdiction of the above named courtsthis Section. Each party hereto irrevocably waives, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any claim that (i) the such suit, action or proceeding in any such court court. (c) If Purchaser is brought not headquartered in an inconvenient forumthe United States, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents to the it will mat all times a U.S. agent for service of process. Service of process on the Issuer may be accomplished by service on CDCS, as agent. Nothing in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein this Agreement shall affect the right of any either party to serve legal process in any other manner permitted by lawprocess.

Governing Law; Jurisdiction; Service of Process. (a) This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the Laws internal laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that . With respect to any action or claim arising out of or relating to the law Transaction or any document or instrument delivered in connection therewith, the Parties hereby expressly and irrevocably (a) agree and consent to be subject to the exclusive jurisdiction of the United States District Court located in the State of Delaware (and in the absence of federal jurisdiction, the parties consent to be subject to the exclusive jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”State of Delaware). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) agree not to bring any claim that it action related to the Transaction or its property is exempt any document or immune from jurisdiction instrument delivered in connection therewith in any other court (except to enforce the judgment of any such court or from any legal process commenced courts), (c) agree not to object to venue in such courts (whether through service of notice, attachment prior or to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) claim that such forum is inconvenient and (cd) to the fullest extent permitted by applicable law, any claim agree that (i) the suit, action notice or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents to the service of process in accordance with any proceeding shall be properly served or delivered if delivered in the manner contemplated by Section 8.6 of the Plan of Merger; provided, however, that nothing herein 11.5. Final judgment by such courts shall affect the right of any party to serve legal process be conclusive and may be enforced in any other manner permitted by lawapplicable Regulations. (b) Notwithstanding anything in this Agreement to the contrary, but subject to the next sentence, each of the Parties agrees that (i) it will not bring or support any Action against the Financing Source Parties, in any way relating to this Agreement or the Transaction, including but not limited to any dispute arising out of or relating in any way to the Debt Financing Commitment, the Debt Financing or the definitive agreements executed in connection therewith or the performance thereof, in any forum other than the Supreme Court of the State of New York, -76- County of New York, or, if under applicable Regulations exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and, in each case, appellate courts thereof) and (ii) any such Action shall be governed by the laws of the State of New York. Each Seller Party further agrees that it shall not, and shall cause its Affiliates and its and their direct and indirect stockholders not to, bring or support any Action against any Financing Source Party, in any way relating to this Agreement or the Transaction, including any dispute arising out of or relating in any way to the Debt Financing Commitment, the Debt Financing or the definitive agreements executed in connection therewith or the performance thereof.

Governing Law; Jurisdiction; Service of Process. (a) This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Security Agreement or the negotiation, execution or performance hereof, shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the Laws laws of the State state of DelawareNew York, without giving effect to any choice or conflict the principles of conflicts of law provision or rule thereof. (whether of the State of Delaware or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any Any legal action or proceeding with respect to this Note and Security Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder other Transaction Document may be brought and determined in any state or federal court of competent jurisdiction in the federal State of New York, County of New York. By execution and state courts located in Delaware (the “Delaware Courts”). Each delivery of the parties this Security Agreement, each party hereto hereby irrevocably submits with regard consents to any such action or proceeding and accepts, for itself and in respect of its property, generally and unconditionally, to unconditionally the personal non-exclusive jurisdiction of the aforesaid such courts. Each Maker agrees that it will not bring party hereto hereby further irrevocably waives any action relating to this Note and Agreement in objection, including any court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject objection to the jurisdiction laying of venue or based on the above named courtsgrounds of forum non conveniens, (b) any claim that which it may now or its property is exempt or immune from jurisdiction hereafter have to the bringing of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought jurisdiction in an inconvenient forum, respect of any Transaction Document. (iic) Each party hereto hereby irrevocably consents to the venue service of process out of any of the courts referred to in subsection (b) of this Section in any such suit, action or proceeding is improper by the mailing of copies thereof by registered or (iii) certified mail, postage prepaid, to it at its address set forth in this Note and Security Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties Each party hereto hereby consents irrevocably waives any objection to the such service of process and further irrevocably waives and agrees not to plead or claim in accordance with Section 8.6 any suit, action or proceeding commenced hereunder or under any other Transaction Document that service of the Plan of Merger; provided, however, that nothing process was in any way invalid or ineffective. Nothing herein shall affect the right of any a party to serve legal process on the other party in any other manner permitted by law.

Governing Law; Jurisdiction; Service of Process. This AgreementTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. Any and all claims, controversies, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise arising out of or relate relating to this Agreement Agreement, whether sounding in contract, tort, or the negotiation, execution or performance hereofstatute, shall be governed by and construed in accordance with the Laws laws of the State of DelawareTexas, including its statutes of limitations, without giving effect to any choice conflict-of-laws or conflict of law provision or other rule (whether of the State of Delaware or any other jurisdiction) that would cause result in the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”)different jurisdiction. Each of the parties hereby irrevocably submits hereto (a) shall submit itself to the exclusive jurisdiction of any federal or state court located in Xxxxxx County in the State of Texas, (b) agrees that venue will be proper as to proceedings brought in any such court with regard respect to such a dispute, (c) will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (d) agrees to accept service of process at its address for notices pursuant to this Agreement in any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement brought in any court other than such court. With respect to any such action, service of process upon any party hereto in the aforesaid courtsmanner provided in Section 3.3 for the giving of notices shall be deemed, in every respect, effective service of process upon such party. Each of the Makers hereby parties hereto irrevocably waiveswaives any immunity to jurisdiction to which it may be entitled or become entitled (including sovereign immunity, and agrees not immunity to assertpre-award attachment, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, post-award attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, in any claim that (i) the suit, action proceedings against it arising out of or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) based on this Note and Agreement, Agreement or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents to the service of process in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by lawTransaction.

Governing Law; Jurisdiction; Service of Process. (a) This AgreementGuarantee, and all claims or causes of action (whether at law, in contract or in tort or otherwisetort) that may be based upon, arise out of or relate to this Agreement Guarantee or the negotiation, execution or performance hereofof this Guarantee (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Guarantee or as an inducement to enter into this Guarantee) shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the Laws of the State of Delaware, without giving effect regard to any choice or conflict of law provision laws principles. (b) Any legal action, suit or rule proceeding arising out of or relating to this Guarantee or the transactions contemplated hereby shall be heard and determined exclusively in the Court of Chancery of the State of Delaware, or, in the event (whether but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the federal courts of the United States of America located in the State of Delaware. Each party hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or any other jurisdiction) that would cause the application federal courts of the laws United States of any jurisdiction other than America located in the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment Delaware in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action legal action, suit or proceeding for itself and in respect arising out of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action or relating to this Note Guarantee and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably (ii) waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, defense in any action such action, suit or proceeding with respect to this Note and Agreementproceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the above named such courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgmentthat the action, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action suit or proceeding in such court is brought in an inconvenient forum, (ii) that the venue of such suitthe action, action suit or proceeding is improper or (iii) that this Note and Agreement, Guarantee or the subject matter hereof, transactions contemplated hereby may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties . (c) Each party hereto hereby consents to agrees that notice or the service of process in accordance with any action, suit or proceeding arising out of or relating to this Guarantee shall be properly served or delivered if delivered in the manner contemplated by Section 8.6 9. (d) The consents to jurisdiction set forth in this Section 12 shall not constitute general consents to service of process in the Plan State of Merger; provided, however, Delaware and shall have no effect for any purpose except as provided in this Section 12 and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that nothing herein a final judgment in any such action or proceeding shall affect be conclusive and may be enforced in other jurisdictions by suit on the right of any party to serve legal process judgment or in any other manner permitted provided by applicable law.

Governing Law; Jurisdiction; Service of Process. This AgreementAll disputes, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise controversies arising out of or relate relating to this Agreement Agreement, or the negotiation, execution validity or performance hereofof this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the Laws laws of the State of Delaware. In any action or proceeding between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, without giving effect each of the parties hereto: (i) irrevocably and unconditionally consents and submits, for itself and its property, to any choice or conflict the exclusive jurisdiction and venue of law provision or rule (whether the Court of Chancery of the State of Delaware or (or, in the case of any other claim as to which the federal courts have exclusive subject matter jurisdiction) that would cause , the application Federal court of the laws United States of any jurisdiction other than America, sitting in Delaware); (ii) agrees that all claims in respect of such action or proceeding must be commenced, and may be heard and determined, exclusively in the Court of Chancery of the State of DelawareDelaware (or, if applicable, such Federal court); provided that (iii) waives, to the law fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of the jurisdiction which governs the creation and enforcement venue of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Court of Chancery of the State of Delaware (and, if applicable, such Federal court); and (iv) waives, to the “fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Court of Chancery of the State of Delaware Courts”(or, if applicable, such Federal court). Each of the parties hereby irrevocably submits with regard to hereto agrees that a final judgment in any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsLaw. To the fullest extent permitted by applicable law, each of the parties hereto hereby Each party to this Agreement irrevocably consents to the service of process in accordance with the manner provided for notices in Section 8.6 of the Plan of Merger; provided, however, that nothing herein 11. Nothing in this Agreement shall affect the right of any party to this Agreement to serve legal process in any other manner permitted by lawLaw.

Governing Law; Jurisdiction; Service of Process. (a) This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwisetort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereofof this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the Laws of the State of Delaware, without giving effect regard to any choice or conflict of law provision laws principles. (b) Any legal action, suit or rule proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined exclusively in the Court of Chancery of the State of Delaware, or, in the event (whether but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the federal courts of the United States of America located in the State of Delaware. Each party hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or any other jurisdiction) that would cause the application federal courts of the laws United States of any jurisdiction other than America located in the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment Delaware in respect of any legal action, suit or proceeding arising out of or relating to this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably ii) waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, defense in any action such action, suit or proceeding with respect to this Note and Agreementproceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the above named such courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgmentthat the action, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action suit or proceeding in such court is brought in an inconvenient forum, (ii) that the venue of such suitthe action, action suit or proceeding is improper or (iii) that this Note and Agreement, Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by such courts. To Notwithstanding the fullest extent permitted by applicable lawforegoing, each of the parties hereto hereby consents agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the 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 appellate courts thereof). (c) Each party hereto agrees that notice or the service of process in accordance with any action, suit or proceeding arising out of or relating to this Agreement shall be properly served or delivered if delivered in the manner contemplated by Section 8.6 8.8. (d) The consents to jurisdiction set forth in this Section 8.5 shall not constitute general consents to service of process in the Plan State of Merger; provided, however, Delaware and shall have no effect for any purpose except as provided in this Section 8.5 and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that nothing herein a final judgment in any such action or proceeding shall affect be conclusive and may be enforced in other jurisdictions by suit on the right of any party to serve legal process judgment or in any other manner permitted provided by applicable law.

Governing Law; Jurisdiction; Service of Process. (a) This AgreementLimited Guarantee, and all claims or causes of action (whether at law, in contract or in tort or otherwisetort) that may be based upon, arise out of or relate to this Agreement Limited Guarantee or the negotiation, execution or performance hereofof this Limited Guarantee (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Limited Guarantee or as an inducement to enter into this Limited Guarantee) shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the Laws of the State of Delaware, without giving effect regard to any choice or conflict of law provision laws principles. (b) Any legal action, suit or rule proceeding arising out of or relating to this Limited Guarantee or the transactions contemplated hereby shall be heard and determined exclusively in the Delaware Court of Chancery. Each party hereto hereby irrevocably (whether i) submits to the exclusive jurisdiction of the State Delaware Court of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment Chancery in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action legal action, suit or proceeding for itself and in respect arising out of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action or relating to this Note Limited Guarantee and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably (ii) waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, defense in any action such action, suit or proceeding with respect to this Note and Agreementproceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the above named such courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgmentthat the action, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action suit or proceeding in such court is brought in an inconvenient forum, (ii) that the venue of such suitthe action, action suit or proceeding is improper or (iii) that this Note and Agreement, Limited Guarantee or the subject matter hereof, transactions contemplated hereby may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties . (c) Each party hereto hereby consents to agrees that notice or the service of process in accordance with any action, suit or proceeding arising out of or relating to this Limited Guarantee shall be properly served or delivered if delivered in the manner contemplated by Section 8.6 10. (d) The consents to jurisdiction set forth in this Section 13 shall not constitute general consents to service of process in the Plan State of Merger; provided, however, Delaware and shall have no effect for any purpose except as provided in this Section 13 and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that nothing herein a final judgment in any such action or proceeding shall affect be conclusive and may be enforced in other jurisdictions by suit on the right of any party to serve legal process judgment or in any other manner permitted provided by applicable law.

Governing Law; Jurisdiction; Service of Process. (a) This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the Laws internal laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that . With respect to any action or claim arising out of or relating to the law Transaction or any document or instrument delivered in connection therewith, the Parties hereby expressly and irrevocably (a) agree and consent to be subject to the exclusive jurisdiction of the United States District Court located in the State of Delaware (and in the absence of federal jurisdiction, the parties consent to be subject to the exclusive jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”State of Delaware). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) agree not to bring any claim that it action related to the Transaction or its property is exempt any document or immune from jurisdiction instrument delivered in connection therewith in any other court (except to enforce the judgment of any such court or from any legal process commenced courts), (c) agree not to object to venue in such courts (whether through service of notice, attachment prior or to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) claim that such forum is inconvenient and (cd) to the fullest extent permitted by applicable law, any claim agree that (i) the suit, action notice or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents to the service of process in accordance with any proceeding shall be properly served or delivered if delivered in the manner contemplated by Section 8.6 of the Plan of Merger; provided, however, that nothing herein 11.5. Final judgment by such courts shall affect the right of any party to serve legal process be conclusive and may be enforced in any other manner permitted by lawapplicable Regulations. (b) Notwithstanding anything in this Agreement to the contrary, but subject to the next sentence, each of the Parties agrees that (i) it will not bring or support any Action against the Financing Source Parties, in any way relating to this Agreement or the Transaction, including but not limited to any dispute arising out of or relating in any way to the Debt Financing Commitment, the Debt Financing or the definitive agreements executed in connection therewith or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable Regulations exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and, in each case, appellate courts thereof) and (ii) any such Action shall be governed by the laws of the State of New York. Each Seller Party further agrees that it shall not, and shall cause its Affiliates and its and their direct and indirect stockholders not to, bring or support any Action against any Financing Source Party, in any way relating to this Agreement or the Transaction, including any dispute arising out of or relating in any way to the Debt Financing Commitment, the Debt Financing or the definitive agreements executed in connection therewith or the performance thereof.

Governing Law; Jurisdiction; Service of Process. This Agreement(a) THIS AGREEMENT SHALL BE GOVERNED, and all claims or causes of action CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (whether at law, in contract or in tort or otherwiseWITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF). (b) that may be based upon, arise Any proceeding arising out of or relate relating to this Agreement or may be brought in the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the Laws courts of the State of DelawareNew York, without giving effect to any choice or, if it has or conflict can acquire jurisdiction, in the United States District Court for the Southern District of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation New York, and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations each of the parties irrevocably submits to that item the exclusive jurisdiction of Collateral and the enforcement each such court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of such security interestforum, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment all claims in respect of this Agreement and the rights and obligations arising hereunder may proceeding shall be brought heard and determined only in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way bring any proceeding arising out of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect relating to this Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents to the service of process in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall affect the right of any party to serve legal process Agreement in any other manner permitted by lawcourt. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any proceeding referred to in the first sentence of this section may be served on any party anywhere in the world. 11.6 Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Service of Process. (a) This AgreementGuarantee, and all claims or causes of action (whether at law, in contract or in tort or otherwisetort) that may be based upon, arise out of or relate to this Agreement Guarantee or the negotiation, execution or performance hereofof this Guarantee (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Guarantee or as an inducement to enter into this Guarantee) shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the Laws laws of the State of DelawareNew York, without giving effect regard to any choice or conflict of law provision laws principles. (b) Any legal action, suit or rule proceeding arising out of or relating to this Guarantee or the transactions contemplated hereby shall be heard and determined exclusively in the Delaware Court of Chancery and any state appellate courts therefrom within the State of Delaware (whether or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each party hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the State of Delaware (or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other jurisdiction) that would cause the application of the laws of any jurisdiction other than state or federal court within the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment ) in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action legal action, suit or proceeding for itself and in respect arising out of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action or relating to this Note Guarantee and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably (ii) waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, defense in any action such action, suit or proceeding with respect to this Note and Agreementproceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the above named such courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgmentthat the action, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action suit or proceeding in such court is brought in an inconvenient forum, (ii) that the venue of such suitthe action, action suit or proceeding is improper or (iii) that this Note and Agreement, Guarantee or the subject matter hereof, transactions contemplated hereby may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties . (c) Each party hereto hereby consents to agrees that notice or the service of process in accordance with any action, suit or proceeding arising out of or relating to this Guarantee shall be properly served or delivered if delivered in the manner contemplated by Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by law7.

Governing Law; Jurisdiction; Service of Process. 7.1. This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the Laws internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule New York (whether of the State of Delaware or any other jurisdictionincluding NYGOL Sections 5-1401 and 5-1402). (A) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral The Shareholders and the enforcement of such security interest, mortgage, or deed of trust. In addition, Company each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding and unconditionally submits, for itself and in respect of its property, generally and unconditionally, to the personal nonexclusive jurisdiction of any Federal or State court located in the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than Borough of Manhattan, the aforesaid courts. Each City of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwiseNew York, in any action or proceeding with respect arising out of or relating to this Note and Agreement, (a) Agreement or any claim that other related document to which it is not personally subject to the jurisdiction a party, or for recognition or enforcement of any judgment, and each of the above named courts, (b) any claim parties hereto hereby irrevocably and unconditionally agrees that it or its property is exempt or immune from jurisdiction all claims in respect of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding may be heard and determined in such court is brought courts. Each of the parties hereto agrees that a final judgment in an inconvenient forum, 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. (iiB) Nothing in this Agreement shall affect any right that the venue Caisse may otherwise have to bring any action or proceeding relating to this Agreement against the Shareholders or the Company or their respective properties in the courts of any other jurisdiction. 7.3. Each of the Shareholders and the Company irrevocably consents to the service of any and all process in such suit, action or proceeding is improper or (iiireferred to in Section 7.2(A) by mailing of copies of such process to it at its address provided opposite its name on the signature pages hereto. All mailings under this Note and AgreementSection shall be by certified mail, or the subject matter hereof, may not be enforced return receipt requested. Nothing in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents to the service of process in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall this Agreement will affect the right of any party to this Agreement to serve legal process in any other manner permitted by law. 7.4. Each of the Shareholders and the Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in Section 7.2(A). 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 referred to in Section 7.2(A) in any such court.

Governing Law; Jurisdiction; Service of Process. (a) This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwisetort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereofof this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the Laws of the State of Delaware, without giving effect regard to any choice or conflict of law provision laws principles. (b) Any legal action, suit or rule proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined exclusively in the Court of Chancery of the State of Delaware, or, in the event (whether but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the federal courts of the United States of America located in the State of Delaware. Each party hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or any other jurisdiction) that would cause the application federal courts of the laws United States of any jurisdiction other than America located in the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment Delaware in respect of any legal action, suit or proceeding arising out of or relating to this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably ii) waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, defense in any action such action, suit or proceeding with respect to this Note and Agreementproceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the above named such courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgmentthat the action, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action suit or proceeding in such court is brought in an inconvenient forum, (ii) that the venue of such suitaction, action suit or proceeding is improper or (iii) that this Note and Agreement, Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties . (c) Each party hereto hereby consents to agrees that notice or the service of process in accordance with any action, suit or proceeding arising out of or relating to this Agreement shall be properly served or delivered if delivered in the manner contemplated by Section 8.6 8.8. (d) The consents to jurisdiction set forth in this Section 8.5 shall not constitute general consents to service of process in the Plan State of Merger; provided, however, Delaware and shall have no effect for any purpose except as provided in this Section 8.5 and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that nothing herein a final judgment in any such action or proceeding shall affect be conclusive and may be enforced in other jurisdictions by suit on the right of any party to serve legal process judgment or in any other manner permitted provided by applicable law.

Governing Law; Jurisdiction; Service of Process. (a) This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the Laws internal laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided . Each party expressly agrees and acknowledges that the law State of the jurisdiction which governs the creation and enforcement of Delaware has a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of reasonable relationship to the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with and/or this Agreement. (b) With respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject arising out of or relating to the jurisdiction of the above named courtsMerger or any document or instrument delivered in connection therewith, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents expressly and irrevocably (I) agree and consent to be subject to the exclusive jurisdiction of the Delaware Chancery Court located in Wilmington, Delaware and any appellate court therefrom within the State of Delaware (or, if such court lacks jurisdiction, any federal court within the State of Delaware), and agree not to object to venue in such courts or to claim that such forum is inconvenient, and (II) agree not to bring any action related to the Merger or any document or instrument delivered in connection therewith, including this Agreement, in any other court (except to enforce the judgment of such courts). Final judgment by such courts shall be conclusive and may be enforced in any manner permitted by applicable Regulations. Each party further agrees that service of process may be effected or delivered by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by law12.3.

Governing Law; Jurisdiction; Service of Process. This AgreementTHIS AGREEMENT, and all claims AND ANY AND ALL DISPUTES ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Any action or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise proceeding arising out of or relate relating in any way to this Agreement Agreement, or to enforce any of the negotiation, execution or performance hereofterms of this Agreement, shall (i) be governed by brought, heard and construed determined exclusively in accordance with the Laws Court of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether Chancery of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware CourtsChancery Court”) (provided that, in the event that subject matter jurisdiction is unavailable in the Delaware Chancery Court, then any such action or proceeding shall be brought, heard and determined exclusively in any other state or federal court sitting in Wilmington, Delaware) and (ii) shall not be litigated or otherwise pursued in any forum or venue other than the Delaware Chancery Court (or, if subject matter jurisdiction is unavailable in the Delaware Chancery Court, then in any forum or venue other than any other state or federal court sitting in Wilmington, Delaware). Each of the parties Parties hereby (1) irrevocably submits and unconditionally consents to submit to the exclusive personal jurisdiction of the Delaware Chancery Court for such litigation (but not other litigation); (2) consents to service of process by registered mail upon such party and/or such party’s registered agent; (3) waives any objection to the laying of venue of any such litigation in the Delaware Chancery Court and agrees not to plead or claim that such litigation brought therein has been brought in any inconvenient forum; and (4) waives any bond, surety or other security that might be required of any other party with regard respect to any such action or proceeding for itself and in respect of its propertyproceeding, generally and unconditionally, to the personal jurisdiction of the aforesaid courtsincluding any appeal thereof. Each Maker agrees that it will not bring any action relating to this Note and Agreement Process in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper may be served on any party anywhere in the world, whether within or (iii) this Note and Agreement, or without the subject matter hereof, may not be enforced in or by jurisdiction of any such courtscourt. To Without limiting the fullest extent permitted by applicable lawforegoing, each of the parties hereto hereby consents to the party agrees that service of process on such party as provided in accordance with Section 8.6 7 shall be deemed effective service of the Plan of Merger; provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by lawon such party.

Governing Law; Jurisdiction; Service of Process. This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with and governed by the Laws law of the State of DelawareNew York. (a) Each party irrevocably and unconditionally submits, without giving effect for itself and its property, to any choice or conflict the nonexclusive jurisdiction of law provision or rule (whether the Supreme Court of the State of Delaware or any other jurisdiction) that would cause the application New York sitting in New York County and of the laws of any jurisdiction other than the State of Delaware; provided that the law United States District Court of the jurisdiction which governs the creation and enforcement Southern District of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waivesNew York, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwiseany relevant appellate court, in any action or proceeding with respect arising out of or relating to this Note Agreement or any Option, or for recognition or enforcement of any judgment, and Agreementeach party hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each party 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 Agreement or any Option shall affect any right that Issuer may otherwise have to bring any action or proceeding relating to this Agreement or any Option against the Purchaser or its properties in the courts of any jurisdiction. (b) Each party 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 Option in any court referred to in subsection (a) any claim that it is not personally subject to the jurisdiction of the above named courtsthis Section. Each party hereto irrevocably waives, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any claim that (i) the such suit, action or proceeding in any such court court. (c) If Purchaser is brought not headquartered in an inconvenient forumthe United States, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents to the it will maintain at all times a U.S. agent for service of process. Service of process on the Issuer may be accomplished by service on CDCS, as agent. Nothing in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein this Agreement shall affect the right of any either party to serve legal process in any other manner permitted by lawprocess.

Governing Law; Jurisdiction; Service of Process. (a) This Agreementletter, and all claims or causes of action (whether at law, in contract or in tort or otherwisetort) that may be based upon, arise out of or relate to this Agreement letter or the negotiation, execution or performance hereofof this letter (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this letter or as an inducement to enter into this letter) shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the Laws of the State of Delaware, without giving effect regard to any choice or conflict of law provision laws principles. (b) Any legal action, suit or rule proceeding arising out of or relating to this letter or the transactions contemplated hereby shall be heard and determined exclusively in the Court of Chancery of the State of Delaware, or, in the event (whether but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the federal courts of the United States of America located in the State of Delaware. Each party hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or any other jurisdiction) that would cause the application federal courts of the laws United States of any jurisdiction other than America located in the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment Delaware in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action legal action, suit or proceeding for itself and in respect arising out of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action or relating to this Note letter and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably (ii) waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, defense in any action such action, suit or proceeding with respect to this Note and Agreementproceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the above named such courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgmentthat the action, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action suit or proceeding in such court is brought in an inconvenient forum, (ii) that the venue of such suitaction, action suit or proceeding is improper or (iii) that this Note and Agreement, letter or the subject matter hereof, transactions contemplated hereby may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties . (c) Each party hereto hereby consents to agrees that notice or the service of process in accordance with Section 8.6 any action, suit or proceeding arising out of or relating to this letter shall be properly served or delivered if delivered to the addresses set forth in this letter for each of the Plan parties in the manner contemplated by Section 8.8 of Merger; provided, however, the Merger Agreement. (d) The consents to jurisdiction set forth in this paragraph 7 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph 7 and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that nothing herein a final judgment in any such action or proceeding shall affect be conclusive and may be enforced in other jurisdictions by suit on the right of any party to serve legal process judgment or in any other manner permitted provided by applicable law.

Governing Law; Jurisdiction; Service of Process. This Agreement(a) THIS AGREEMENT, THE OTHER FINANCING DOCUMENTS AND ANY OTHER AGREEMENT OR DOCUMENTS RELATING THERETO AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAW OF A DIFFERENT JURISDICTION. Each Obligor agrees that the execution of this Agreement and the other Financing Documents, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties hereunder and thereunder shall be deemed to that item of Collateral have a New York situs and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may Obligor shall be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, subject to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring courts of The State of New York with respect to any action relating the Administrative Agent, its successors or assigns, may commence hereunder or thereunder. Accordingly, each Obligor hereby unconditionally and irrevocably submits, for itself and its property, to this Note and Agreement in any court other than the aforesaid courts. Each jurisdiction of the Makers hereby irrevocably waivesSupreme Court of the Xxxxx xx Xxx Xxxx sitting in New York County and of the United States District Court of the Southern District of New York, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwiseany appellate court from any thereof, in any action or proceeding with respect arising out of or relating to this Note Agreement and Agreementthe other Financing Documents, the Loans and/or any agreement, instrument or document executed or delivered in connection with this Agreement and the other Financing Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding 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 Agreement shall affect any right that the Administrative Agent, any Lender or any L/C Issuer may otherwise have to bring any action or proceeding relating to this Agreement against any Loan Party or its properties in the courts of any jurisdiction. (b) The Borrower and the Guarantors each hereby irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so, any objection that they 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 the other Financing Documents in any court referred to in paragraph (a) any claim that it is not personally subject to the jurisdiction of this Section 12.09. Each of the above named courtsparties hereto hereby irrevocably waives, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, defense of an inconvenient forum to the maintenance of such action or proceeding in any such court is brought in an inconvenient forum, court. (iic) The Borrower and the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, Guarantors each of the parties hereto hereby irrevocably consents to the service of process in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall manner provided for notices herein. Nothing in this Agreement will affect the right of any party to this Agreement to serve legal process in any other manner permitted by law.