Common use of Governing Law; Jurisdiction; Waiver of Jury Trial Clause in Contracts

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by and controlled as to validity, enforcement, interpretation, effect, and in all other respects by the internal laws of the State of New York applicable to Contracts made in that state, without reference to its conflicts of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 12.09 shall be deemed effective service of process on such party. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws of the State of New York applicable to Contracts made in that stateDelaware, without reference regard to its the laws that might be applicable under conflicts of laws principles. (b) Except as otherwise expressly provided Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware State court, or Federal court of the United States of America, sitting in this AgreementDelaware, and any suitappellate court from any thereof, in any action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement or the agreements delivered in connection with, this Agreement herewith or the transactions contemplated hereby shall be in the United States District Court or thereby or for the Eastern District recognition or enforcement of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louisany judgment relating thereto, and each of the parties hereby consents hereby (i) agrees not to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in commence any such suit, action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and irrevocably determined in such Delaware State court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent permitted by Lawit may legally and effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court Delaware State or that any Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumDelaware State or Federal court. The Each of the parties acknowledge and agree hereto agrees that this Agreement was executed and delivered in the State of Missouri. Process a final judgment in any such suit, action or proceeding shall be conclusive and may be served enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that to this Agreement irrevocably consents to service of process on such party as in the manner provided for notices in Section 12.09 shall be deemed effective service 8.2. Nothing in this Agreement will affect the right of any party to this Agreement to serve process on such partyin any other manner permitted by law. (c) EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iii) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.6(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with, the internal laws of the State of New York applicable to Contracts made in that state, (without reference giving effect to its conflicts choice of laws law principles. (b) Except as otherwise expressly provided in this Agreement). Subject to Section 8.11, for purposes of any suit, action or proceeding seeking to enforce any provision of, or based on any matter Action arising out of or in connection with, with this Agreement or the transactions any transaction contemplated hereby shall be in the United States District Court for the Eastern District of Missourihereby, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents Parties hereto (a) irrevocably submits to the exclusive jurisdiction and venue of any state or federal court located within New York County, State of New York (or any appellate courts thereof), (b) agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 8.12 shall be effective service of process for any Action with respect to any matters to which it has submitted to jurisdiction in this Section 8.10, (c) waives and covenants not to assert or plead, by way of motion, as a defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of such courts (and of court, that the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which Action is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree , that the venue of the Action is improper or that this Agreement was executed or the subject matter hereof may not be enforced in or by such court, and delivered in the State hereby agrees not to challenge such jurisdiction or venue by reason of Missouri. Process any offsets or counterclaims in any such suitAction, action and (d) waives any bond, surety or proceeding other security that might be required of any other party with respect thereto. Each Party hereto agrees that a final judgment in any such Action shall be conclusive and may be served enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or in equity. The Parties hereto hereby knowingly, voluntarily and intentionally waive the right any may have to a trial by jury in respect to any litigation based hereon, or arising out of, under, or in connection with this Agreement and any other Transaction Document, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party anywhere in connection with such Transaction Documents, in each case whether now existing or hereafter arising and whether sounding in tort or contract or otherwise. Each Party hereto acknowledges that it has been informed by the world, whether within other Parties hereto that this Section 8.10 constitutes a material inducement upon which they are relying and will rely in entering into this Agreement. Any Party hereto may file an original counterpart or without a copy of this Section 8.10 with any court as written evidence of the jurisdiction consent of any each such court. Without limiting Party to the foregoing, each party agrees that service waiver of process on such party as provided in Section 12.09 shall be deemed effective service of process on such partyits right to trial by jury. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by 8.16.1 THIS SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 8.16.2 Each Grantor hereby irrevocably and controlled as unconditionally submits, for itself and its property, to validity, enforcement, interpretation, effect, and in all other respects by the internal laws nonexclusive jurisdiction of the Supreme Court of the State of New York applicable to Contracts made sitting in that state, without reference to its conflicts New York County and of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be in the United States District Court for of the Eastern Southern District of MissouriNew York, located and any appellate court from any thereof, in the City any action or proceeding arising out of St. Louisor relating to this Security Agreement or any other Loan Document, or as to those lawsuits to which the Federal Courts for recognition or enforcement of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louisany judgment, and each Grantor hereby irrevocably and unconditionally agrees that all claims in respect of the parties hereby consents any such action or proceeding may be heard and determined in such New York State or, to the jurisdiction of extent permitted by law, in such courts (and of the appropriate appellate courts therefrom) Federal court. Each Grantor agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Security Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. 8.16.3 Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by Lawit may legally and effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Security Agreement or any other Loan Document in any court referred to in Section 8.16.2 hereof. Each Grantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that court. 8.16.4 Each party to this Security Agreement was executed and delivered in the State of Missouri. 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 irrevocably consents to service of process on such party in the manner provided for notices in Article IX of this Security Agreement, and each of the Grantors hereby appoints Parent as provided in Section 12.09 shall be deemed effective its agent for service of process. Nothing in this Security Agreement or any other Loan Document will affect the right of any party to this Security Agreement to serve process on such partyin any other manner permitted by law. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is and all matters, claims or Actions (whether at Law, in equity, in Contract, in tort or otherwise) based upon, arising out of or relating to this Agreement, execution or performance of this Agreement, shall be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with, the internal laws Laws of the State of New York Delaware applicable to Contracts made contracts executed in and to be performed entirely within that stateState, without reference to its conflicts regardless of laws the Laws that might otherwise govern under any applicable conflict of Laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter All Actions arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the United States District Chancery Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the Parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack subject matter jurisdiction, before a court located of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 11.1 shall not constitute general consents to service of process in the State of Missouri Delaware and shall have no effect for any purpose except as provided in the City of St. Louis, this paragraph and each of the parties hereby consents shall not be deemed to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. Process in any such suit, action or proceeding may be served confer rights on any party anywhere in Person other than the world, whether within or without the jurisdiction of any such courtParties. Without limiting the foregoing, each party Each Party hereto agrees that service of process on upon such party as provided Party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 12.09 11.5. The Parties agree that a final judgment in any such Action shall be deemed effective service of process conclusive and may be enforced in other jurisdictions by suit on such partythe judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict any Party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. (c) EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 11.1(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by and controlled as to validity, enforcement, interpretation, effectAgreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in all other respects by accordance with, the internal laws Laws of the State of New York applicable to Contracts made in that stateDelaware, without reference giving effect to its conflicts principles or rules of conflict of laws principles. (b) Except as otherwise expressly provided in this Agreementto the extent such principles or rules would require or permit the application of Laws of another jurisdiction. Any action based upon, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, related to this Agreement or the transactions contemplated hereby shall may be brought in the United States District Court for the Eastern District of MissouriDelaware or, if such court does not have jurisdiction, the Delaware state courts located in the City of St. LouisWilmington, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdictionDelaware, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents irrevocably submits to the exclusive jurisdiction of each such courts (and of the appropriate appellate courts therefrom) court in any such suitaction, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, waives any objection which it may now or hereafter have to the laying personal jurisdiction, venue or convenience of forum, agrees that all claims in respect of the venue of any such suit, action or proceeding shall be heard and determined only in any such court court, and agrees not to bring any action arising out of or that relating to this Agreement or the transactions contemplated hereby in any such suitother court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action or proceeding which is brought pursuant to this paragraph. The prevailing party in any such action (as determined by a court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 12.09 competent jurisdiction) shall be deemed effective service of process on entitled to be reimbursed by the non-prevailing party for its reasonable expenses, including reasonable attorneys’ fees, incurred with respect to such party. (c) Action. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS SPONSOR AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effect, and in all other respects by construed under the internal laws of the State of New York applicable as applied to Contracts made in that state, without reference agreements among New York residents entered into and to its conflicts of laws principlesbe performed entirely within New York. (b) Except as otherwise expressly provided The jurisdiction and venue in this Agreement, any suit, action or proceeding seeking brought by any party hereto pursuant to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall properly (but not exclusively) lie in any federal or the transactions contemplated hereby shall be in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a state court located in the State of Missouri in the City New York. By execution and delivery of St. Louisthis Agreement, and each of the parties hereby consents party hereto irrevocably submits to the jurisdiction of such courts (for himself or itself and in respect of the appropriate appellate courts therefrom) his or its property with respect to such action. The parties irrevocably agree that venue would be proper in any such suitcourt, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, hereby waive any objection which it may now that such court is an improper or hereafter have to inconvenient forum for the laying resolution of such action. The parties further agree that the venue mailing by certified or registered mail, return receipt requested, of any such suit, action or proceeding in process required by any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge shall constitute valid and agree that this Agreement was executed and delivered in the State of Missouri. 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 lawful service of process on such party as against them, without necessity for service by any other means provided in Section 12.09 shall be deemed effective service by statute or rule of process on such partycourt. (c) EACH BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, SUIT OR PROCEEDING ARISING OUT OF BROUGHT TO ENFORCE OR RELATED TO DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYANY DOCUMENTS RELATED HERETO.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with, the internal laws of the State of New York Florida, applicable to Contracts made contracts executed in and to be performed entirely within that state, without reference to its conflicts of laws principlesState. (b) Except as otherwise expressly provided in this AgreementAll actions, any suit, action or proceeding seeking to enforce any provision of, or based on any matter claims and proceedings arising out of or in connection with, this Agreement not otherwise resolved as provided in Article IX of the Separation Agreement, together with the enforcement of any judgments or the transactions contemplated hereby orders resulting from such proceedings, shall be heard and determined in any state or federal court sitting in the United States District Court for the Eastern Southern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. LouisFlorida, and each of the parties hereby consents irrevocably submit to the exclusive jurisdiction of such courts (and and, in the case of the appeals, appropriate appellate courts therefrom) ). The parties irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each party hereby consents to process being served in any such suit, action or proceeding and irrevocably waives, by the delivery of a copy thereof to the fullest extent permitted by Lawaddresses and set forth in Section 3.6, any objection which it may now and each party acknowledges that such service shall constitute good and sufficient service of process or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumnotice thereof. The parties acknowledge and agree that consents to jurisdiction set forth in this Agreement was executed and delivered Section 3.3(b) do not constitute general consents to service of process in the State of Missouri. Process in Florida and will have no effect for 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 purpose except as provided in this Section 12.09 shall be deemed effective service of process on such party3.3(b). (c) EACH OF PARTY HEREBY WAIVES TO THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL CLAIM, ACTION OR PROCEEDING LITIGATION BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATED TO IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is and any claim, counterclaim, proceeding or dispute of any kind or nature whatsoever directly or indirectly arising out of, or in any way relating to, this Agreement (each a “Covered Claim”), shall be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with, the internal laws of the State of New York applicable to Contracts made in that state, without reference to its conflicts of laws principles. (b) York. Except as otherwise expressly provided set forth below, no Covered Claim may be commenced, prosecuted or continued in this Agreement, any suit, action court other than the courts of the State of New York located in the City and County of New York or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern Southern District of MissouriNew York, located in which courts shall have exclusive jurisdiction over the City adjudication of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louissuch matters, and the Company and you each of the parties hereby consents consent to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) to personal service with respect thereto. The Company also hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any claim directly or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now indirectly arising out of or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court way relating to this Agreement (collectively with Covered Claims, “Claims”) is brought by any third party against you or any Indemnified Party solely for purposes of enforcing the Company’s indemnity, contribution and reimbursement provisions set forth in Section 11. Each of you and the Company waives all right to trial by jury for any Claim (whether based upon contract, tort or otherwise). The Company agrees that a final judgment in any such suit, action or proceeding which is Claim brought in any of the courts referred to above shall be conclusive and binding upon the Company and may be enforced by suit upon such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. Process judgment in any such suit, action or proceeding may be served on any party anywhere in court having jurisdiction over 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 12.09 shall be deemed effective service of process on such partyCompany. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by 8.14.1 THIS SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 8.14.2 Each Grantor hereby irrevocably and controlled as unconditionally submits, for itself and its property, to validity, enforcement, interpretation, effect, and in all other respects by the internal laws nonexclusive jurisdiction of the Supreme Court of the State of New York applicable to Contracts made sitting in that state, without reference to its conflicts New York County and of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be in the United States District Court for of the Eastern Southern District of MissouriNew York, located and any appellate court from any thereof, in the City any action or proceeding arising out of St. Louisor relating to this Security Agreement or any other Loan Document, or as to those lawsuits to which the Federal Courts for recognition or enforcement of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louisany judgment, and each Grantor hereby irrevocably and unconditionally agrees that all claims in respect of the parties hereby consents any such action or proceeding may be heard and determined in such New York State or, to the jurisdiction of extent permitted by law, in such courts (and of the appropriate appellate courts therefrom) Federal court. Each Grantor agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Security Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. 8.14.3 Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by Lawit may legally and effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Security Agreement or any other Loan Document in any court referred to in Section 8.14.2. Each Grantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that court. 8.14.4 Each party to this Security Agreement was executed and delivered in the State of Missouri. 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 irrevocably consents to service of process on such party in the manner provided for notices in Article IX of this Security Agreement, and each of the Grantors hereby appoints the Company as provided in Section 12.09 shall be deemed effective its agent for service of process. Nothing in this Security Agreement or any other Loan Document will affect the right of any party to this Security Agreement to serve process on such partyin any other manner permitted by law. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws of the State of New York applicable to Contracts made in that state, without reference to its conflicts the choice of laws principleslaw principles thereof. Each of the Parties: (a) consents to submit itself to the personal jurisdiction of any state or federal court sitting in the Borough of Manhattan in The City of New York, the State of New York, with respect to actions or proceedings arising out of or relating to this Agreement; (b) agrees that all claims in respect of such action or proceeding may be heard and determined only in any such court; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. (b) Except as otherwise expressly Any Party may make service on another Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 16. Nothing contained in this AgreementSection, however, shall affect the right of any suit, action or proceeding seeking Party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) serve legal process in any such suit, action or proceeding and irrevocably waives, to the fullest extent other manner permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 12.09 shall be deemed effective service of process on such partylaw. (c) La Nación hereby irrevocably appoints CT Corporation System (the “Process Agent”) with an office at 000 0xx Xxxxxx # 00, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its agent to receive and forward on behalf of La Nación and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding relating to this Agreement. Such service may be made by mailing or delivering a copy of such process to La Nación in care of the Process Agent at the Process Agent’s above address, and La Nación hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, La Nación, DRA also irrevocably consents to the service of any and all process in any such action or proceeding by sending copies of such process by mail (by method requiring evidence of receipt) with a second copy to be sent to La Nación by courier at its address specified herein, such service (i) to become effective seven (7) days after such mailing, (ii) will be deemed personal service and will be accepted as such, and (iii) will be valid and binding for all purposes of any such action or proceeding. (d) THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH OF KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL OR EQUITABLE PROCEEDING BASED HEREON, OR ARISING OUT OF OF, UNDER OR RELATED TO IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYDESCRIBED HEREIN.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is Limited Guarantee and all disputes or controversies arising out of or relating to this Limited Guarantee or the transactions contemplated hereby, including the applicable statute of limitations, shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws of the State of New York applicable to Contracts made in that stateDelaware, without reference regard to its the conflicts of laws principleslaw rules that would cause the application of law of any jurisdiction other than those of the State of Delaware. (b) Except as otherwise expressly provided in this Agreement, The parties hereto agree that any suit, action or proceeding Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement Limited Guarantee or the transactions contemplated hereby by this Limited Guarantee shall be brought and determined exclusively in the United States District Delaware Court for the Eastern District of MissouriChancery or, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack if that court does not have subject matter jurisdiction, before a court located the state or federal courts in the State of Missouri Delaware (the “Delaware Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts in respect of any legal or equitable Proceeding arising out of or relating to this Limited Guarantee or the City transactions contemplated by this Limited Guarantee, or relating to enforcement of St. Louisany of the terms of this Limited Guarantee, and each of the parties hereby consents waives, and agrees not to assert, as a defense in any such Proceeding, any claim that it is not subject personally to the jurisdiction of such courts (and of court, that the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which Proceeding is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree , that the venue of the Proceeding is improper or that this Agreement was executed and Limited Guarantee or the transactions contemplated by this Limited Guarantee may not be enforced in or by such courts. Each party hereto agrees that notice or the service of process in any Proceeding arising out of or relating to this Limited Guarantee or the transactions contemplated by this Limited Guarantee shall be properly served or delivered if delivered in the State manner contemplated by Section 9.01 (Notices) of Missouri. Process the Merger Agreement or 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 12.09 shall be deemed effective service of process on such partyother manner permitted by law. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by shall be construed and controlled as to validity, enforcement, interpretation, effectenforced in accordance with, and in all other respects by the internal rights of the Parties shall be governed by, the laws of the State of New York applicable to Contracts made in that stateYork, without reference giving effect to the conflict of laws principles thereof. Each of the Parties irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement brought by any Party or its successors or assigns shall be brought and determined in any federal or state court in the Borough of Manhattan, the City of New York (the “New York Courts”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for itself and with respect to its conflicts property, generally and unconditionally, with regard to any such proceeding arising out of laws principlesor relating to this Agreement and the Restructuring. Each of the Parties agrees not to commence any proceeding relating hereto or thereto except in the New York Courts, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any New York Court. Each of the Parties further agrees that notice as provided in Section 22 shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives and agrees not to assert that a proceeding in any New York Court is brought in an inconvenient forum or the venue of such proceeding is improper. Notwithstanding the foregoing, during the pendency of the Paragon Cases, all proceedings contemplated by this Section 13(a) shall be brought in the Bankruptcy Court. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated Each Party hereby shall be in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Lawapplicable law, any objection which right it may now or hereafter have to the laying of the venue of any such suit, action or proceeding a trial by jury in any such court legal proceeding directly or that any such suit, action indirectly arising out of or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that relating to this Agreement was executed and delivered in or the State of Missouri. Process in transactions contemplated hereby (whether based on contract, tort or 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 12.09 shall be deemed effective service of process on such partyother theory). (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, administration, performance or enforcement of this Agreement is (“Transaction Litigation”), shall be governed by and controlled as to validity, enforcement, interpretation, effect, enforced and construed in all other respects by accordance with the internal laws Laws of the State of New York Delaware (including its statute of limitations), regardless of the Laws that might otherwise govern under applicable to Contracts made in that state, without reference to its principles of conflicts of laws principleslaw thereof. (b) Except as otherwise expressly provided in this AgreementEach of the parties irrevocably (i) agrees that any action, any suit, action proceeding or proceeding seeking to enforce counterclaim brought by any provision of, or based on any matter party arising out of or in connection with, this Agreement or the transactions contemplated hereby based upon any Transaction Litigation shall be instituted in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts Chancery of the United States lack subject matter jurisdictionState of Delaware (provided, before a that if jurisdiction is not then available in such court, then any such action, suit, proceeding or counterclaim shall be brought in any federal court located in the State of Missouri Delaware or in the City of St. Louis, and each any other Delaware state court) (any of the parties hereby consents to the jurisdiction of such courts foregoing Delaware courts, a “Delaware Court”); (and of the appropriate appellate courts therefromii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Lawit may effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding proceeding; and (iii) submits to the non-exclusive jurisdiction of a Delaware Court in any such court or that any such action, suit, action proceeding or proceeding which is brought counterclaim. Any final and nonappealable judgment against any party in any such court has been brought in an inconvenient forum. The parties acknowledge Transaction Litigation shall be conclusive and agree that this Agreement was executed and delivered in the State of Missouri. Process may be enforced in any such suit, action or proceeding may be served on any party anywhere in the world, whether other jurisdiction within or without outside the jurisdiction United States by suit on judgment, a certified copy of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 12.09 which shall be deemed effective service conclusive evidence of process on the fact and amount of such partyjudgment. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT TRANSACTION LITIGATION. EACH PARTY AGREES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR RELATED OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IF THERE IS ANY TRANSACTION LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (IV) THE OTHER PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR BY, AMONG OTHER THINGS, THE TRANSACTIONS CONTEMPLATED HEREBYMUTUAL WAIVERS AND CERTIFICATES IN THIS SECTION 8.5(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by shall be construed and controlled as to validity, enforcement, interpretation, effectenforced in accordance with, and in all other respects by the internal laws rights of the parties shall be governed by, the law of the State of New York applicable to Contracts made in that stateYork, without reference giving effect to its conflicts the conflict of laws principlesprinciples thereof. (b) Except as otherwise expressly provided in this AgreementEach of the Parties irrevocably agrees that any legal action, any suit, action suit or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement brought by any party or the transactions contemplated hereby its successors or assigns shall be brought and determined in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, any federal or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a state court located in the State of Missouri in the City of St. LouisNew York, and each of the parties Parties hereby consents irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement or the Restructuring Transactions. Each of the Parties agrees not to commence any proceeding relating hereto or thereto except in the courts described above in New York, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any proceeding arising out of or relating to this Agreement or the Restructuring Transactions, (i) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (ii) 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 of (iii) that (A) the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum, (B) the venue of such proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 Notwithstanding the foregoing, each party agrees that service during the pendency of process on such party as provided in the Chapter 11 Cases, all proceedings contemplated by this Section 12.09 11(b) shall be deemed effective service of process on such partybrought in the Bankruptcy Court. (c) EACH OF PARTY HEREBY WAIVES, TO THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by and controlled as to validityits negotiation, enforcementexecution, performance or non-performance, interpretation, effecttermination, construction and all claims or causes of action (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the transactions contemplated hereby (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in connection with this Agreement or as an inducement to enter this Agreement), shall be exclusively governed by, and construed in all other respects by accordance with, the internal laws Laws of the State of New York Delaware regardless of Laws that might otherwise govern under any applicable to Contracts made in that stateconflict of Laws principles. Any Proceeding based upon, without reference to its conflicts of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision arising out of, or based on any matter arising out of or in connection with, related to this Agreement and its negotiation, execution, performance, non-performance, interpretation, termination, construction or the transactions contemplated hereby shall be heard and determined in the Court of Chancery in the City of Wilmington, New Castle County, Delaware or, in the event such court lacks subject matter jurisdiction, the United States District Court for sitting in Wilmington, Delaware or, in the Eastern District of Missourievent such federal district court lacks subject matter jurisdiction, located then in the Superior Court in the City of St. LouisWilmington, New Castle County, Delaware. The parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Proceeding and irrevocably and unconditionally waive the defense of an inconvenient forum, or as lack of jurisdiction to those lawsuits the maintenance of any such Proceeding. The consents to which the Federal Courts jurisdiction and venue set forth herein shall not constitute general consents to service of the United States lack subject matter jurisdiction, before a court located process in the State of Missouri Delaware and shall have no effect for any purpose except as provided in this Section 18 and shall not be deemed to confer rights on any Person other than the City parties. Each party agrees that the service of St. Louis, and each process upon such party in any Proceeding arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 18(b). Each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or also agrees that any such suitfinal, action non-appealable judgment against a party in connection with any Proceeding arising out of or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that relating to this Agreement was executed shall be conclusive and delivered in the State of Missouri. 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 binding on such party as provided and that such award or judgment may be enforced in Section 12.09 any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be deemed effective service conclusive evidence of process on the fact and amount of such party. (c) EACH OF award or judgment. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY AND ALL RIGHT TO TRIAL BY JURY PROCEEDING (WHETHER IN ANY LEGAL PROCEEDING CONTRACT, IN TORT, AT LAW OR OTHERWISE) BASED UPON, ARISING OUT OF OF, OR RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE PARTIES FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with, the internal laws of the State of New York Delaware, applicable to Contracts made contracts executed in and to be performed entirely within that state, without reference to its conflicts of laws principlesState. (b) Except Each of the parties hereto irrevocably agrees that any Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as otherwise expressly provided a defense, counterclaim or otherwise, in any Proceeding with respect to this Agreement, (i) any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack claim that it is not personally subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.7, (ii) any claim that it or its property is exempt or immune from the 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 of the appropriate appellate courts therefrom(iii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by the applicable Law, any objection which it may now or hereafter have to claim that (x) the laying of the venue of any such suit, action or proceeding Proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that , (y) the venue of such Proceeding is improper or (z) this Agreement was executed and delivered Agreement, or the subject matter hereof, may not be enforced in the State of Missouri. Process in any or by 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 12.09 shall be deemed effective service of process on such partycourts. (c) EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is letter agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and controlled as to validity, enforcement, interpretation, effect, and in all other respects by accordance with the internal laws of the State of New York applicable to Contracts made contracts executed in that state, and to be performed therein without reference regard to its the conflicts of laws principles. law principles thereof. The parties hereby irrevocably submit to the personal jurisdiction of the Bankruptcy Court (b) Except as otherwise expressly provided defined in the Escrow Agreement), solely in respect of the interpretation and enforcement of the provisions of this Agreementletter agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any suitaction, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this letter agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding seeking shall be heard and determined in such court. The parties hereby consent to enforce and grant any provision ofsuch court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or based on other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by law shall be valid and sufficient service thereof. If the Bankruptcy Court determines that it does not have subject matter jurisdiction over any action or proceeding arising out of or in connection withrelating to this letter agreement, this Agreement then each party (i) agrees that all such actions or the transactions contemplated hereby proceedings shall be heard and determined in the United States District Court for the Eastern District of Missouri, located a New York federal court sitting in the The City of St. LouisNew York, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents (ii) irrevocably submits to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) court in any such suit, action or proceeding and irrevocably waivesproceeding, (iii) agrees that it will not attempt to the fullest extent permitted deny or defeat such personal jurisdiction by Law, any objection which it may now motion or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 other request for leave from any such court. Without limiting , including, without limitation, a motion to dismiss on the foregoinggrounds of forum non conveniens, each party (iv) agrees that service it will not bring any action arising out of process on such party as provided or relating to this letter agreement or any of the transactions contemplated by this letter agreement in Section 12.09 shall be deemed effective service of process on such party. (c) EACH OF any other court. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATED TO IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by and controlled as to validity, enforcement, interpretation, effect, and in all other respects by the internal laws of the State of New York Missouri applicable to Contracts made in that state, without reference to its conflicts of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Circuit Court of Xxxxxxx County, Missouri, or the United States District Court for the Eastern Western District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 12.09 shall be deemed effective service of process on such party. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, the rights and duties of the parties hereto, and any disputes (awhether in contract, tort or statute) This arising out of, under or in connection with this Agreement is will be governed by and controlled as to validity, enforcement, interpretation, effect, construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to Contracts made in that stateDelaware, without reference giving effect to its conflicts any principles or rules of conflict of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action to the extent such principles or proceeding seeking rules would require or permit the application of the laws of another jurisdiction. The parties hereto irrevocably and unconditionally submit to enforce any provision of, or based on any matter arising out the exclusive jurisdiction of or in connection with, this Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern District of MissouriDelaware or, if such court does not have jurisdiction, the Delaware state courts located in the City Wilmington, Delaware, in any action arising out of St. Louisor relating to this Agreement. The parties hereto irrevocably agree that all such claims shall be heard and determined in such a Delaware federal or state court, and that such jurisdiction of such courts with respect thereto will be exclusive. Each party hereto hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding arising out of or relating to this Agreement that it is not subject to such jurisdiction, or as that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. The parties hereto hereby consent to those lawsuits to which and grant any such court jurisdiction over the Federal Courts person of such parties and over the United States lack subject matter of any such dispute. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, before a court located in each case, to enforce judgments obtained in any action brought pursuant to this paragraph. To the State of Missouri in the City of St. Louisextent not prohibited by applicable law that cannot be waived, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in hereto irrevocably waives any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which right it may now or hereafter have to the laying of the venue trial by jury in respect of any such suitlitigation based on, arising out of, under or in connection with this Agreement, including but not limited to any course of conduct, course of dealing, verbal or written statement or action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 12.09 shall be deemed effective service of process on such partyhereto. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is and all matters, claims or Actions (whether at Law, in equity, in Contract, in tort or otherwise) based upon, arising out of or relating to this Agreement, execution or performance of this Agreement, shall be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with, the internal laws of the State of New York Delaware applicable to Contracts made contracts executed in and to be performed entirely within that stateState, without reference to its conflicts regardless of the laws that might otherwise govern under any applicable conflict of Laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter All Actions arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the United States District Chancery Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack subject matter jurisdiction, before a court located of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 7.1 shall not constitute general consents to service of process in the State of Missouri Delaware and shall have no effect for any purpose except as provided in the City of St. Louis, this paragraph and each of shall not be deemed to confer rights on any Person other than the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumhereto. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. Process in any such suit, action or proceeding may be served on any Each party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party hereto agrees that service of process on upon such party as provided in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 12.09 7.5. The parties hereto agree that a final judgment in any such Action shall be deemed effective service of process conclusive and may be enforced in other jurisdictions by suit on such the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. (c) EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 7.1(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This All Actions or causes of action based upon, arising out of, or related to this Agreement is or the transactions contemplated hereby, shall be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with, the internal laws substantive Laws of the State of New York Delaware applicable to Contracts made in that contracts entered into and to be performed solely within such state, without reference giving effect to its conflicts principles or rules of conflict of laws principles. (b) Except as otherwise expressly provided in this Agreementto the extent such principles or rules would require or permit the application of Laws of another jurisdiction. Any Action based upon, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, related to this Agreement or the transactions contemplated hereby shall be brought in the United States District Delaware Court for of Chancery, and if the Eastern District Delaware Court of MissouriChancery does not have or take jurisdiction over such Action, located in the City of St. Louis, any other federal or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court state courts located in the State of Missouri in the City of St. LouisDelaware, and each of the parties hereby consents Parties irrevocably submits to the exclusive jurisdiction of each such courts (and of the appropriate appellate courts therefrom) court in any such suitAction, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, waives any objection which it may now or hereafter have to the laying personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the venue of any such suit, action or proceeding Action shall be heard and determined only in any such court court, and agrees not to bring any Action arising out of or that any such suit, action relating to this Agreement or proceeding which is brought the transactions contemplated hereby in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 other court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 12.09 Nothing herein contained shall be deemed effective service to affect the right of any Party to serve process on such party. (c) in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 5(e). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is and any matters or disputes relating thereto shall be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with, the internal laws of the State of New York Delaware, regardless of the laws that might otherwise govern under applicable to Contracts made in that state, without reference to its principles of conflicts of laws principles. (b) Except as otherwise expressly provided in this Agreement, thereof. In any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection withrelating to this Agreement: (i) each of the Rights Agent, this Agreement or Parent, Xxxxxx’s successors and Assignees, the transactions contemplated hereby shall be in Holders and the Holders’ successors and assigns Parent, irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if (but only if) such court lacks subject matter jurisdiction, the United States District Court for the Eastern District of Missouri, located sitting in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located New Castle County in the State of Missouri in Delaware and any appellate court therefrom (collectively, the City of St. Louis, “Delaware Courts”); and (ii) each of the parties hereby irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 6.1. Each of the parties irrevocably and unconditionally (1) agrees not to commence any such action or proceeding except in the Delaware Courts, (2) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Delaware Courts, (3) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of such courts (and venue of the appropriate appellate courts therefrom) in any such suit, action or proceeding in the Delaware Courts and irrevocably (4) waives, to the fullest extent permitted by Lawlaw, any objection which it may now or hereafter have the defense of an inconvenient forum to the laying maintenance of the venue of any such suit, action or proceeding in the Delaware Courts. The parties agree that a final judgment in any such court or that any such suit, action or proceeding which is brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any such court has been brought in an inconvenient forum. The parties acknowledge and agree other manner provided by applicable Laws; provided, however, that this Agreement was executed and delivered nothing in the State of Missouri. Process in foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, 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 12.09 shall be deemed effective service of process on such partyfinal trial court judgment. (cb) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY (I) MAKES THIS WAIVER VOLUNTARILY AND (II) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.6(b).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by by, construed and controlled as to validity, enforcement, interpretation, effect, and enforced in all other respects by accordance with the internal laws of the State of New York applicable without regard to Contracts made in that state, without reference to its conflicts the conflict of laws principles. (b) Except as otherwise expressly provided in this Agreementprinciples thereof. Subject to Section 17, any suitaction, action litigation, claim or other legal proceeding seeking to enforce any provision of, or based on any matter (a “Proceeding”) arising out of or relating to this Agreement shall be heard and determined exclusively in connection withany state or federal court located in New York, New York (or in any appellate court thereof) (the “Specified Courts”). Subject to Section 17, each party hereto (and Reebonz to the extent of its third party beneficiary rights) hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Proceeding arising out of or relating to this Agreement and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party (and Reebonz to the extent of its third party beneficiary rights) agrees that a final judgment in any Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the United States District Court for the Eastern District of Missouri, located judgment or in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby any other manner provided by law. Each party irrevocably consents to the jurisdiction service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such courts process to such party at the applicable address set forth in Section 13. Nothing in this Section 18 shall affect the right of any party to serve legal process in any other manner permitted by law. Each party hereto (and Reebonz to the extent of the appropriate appellate courts therefromits third party beneficiary rights) in any such suit, action or proceeding and irrevocably waives, hereby waives to the fullest extent permitted by Law, applicable law any objection which right it may now or hereafter have to the laying of the venue of a trial by jury with respect to any such suitProceeding directly or indirectly arising out of, action under or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that connection with this Agreement was executed and delivered in or the State of Missouri. 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 12.09 shall be deemed effective service of process on such partytransactions contemplated hereby. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by Agreement, the Note and controlled as to validity, enforcement, interpretation, effect, the Loan Documents shall be construed and their provisions interpreted under and in all other respects by accordance with the internal laws of the State Commonwealth of New York applicable Pennsylvania. Each of the Borrowers and the Guarantors, to Contracts made in that statethe extent it may legally do so, without reference hereby consents to its conflicts the jurisdiction of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out the courts of or in connection with, this Agreement or the transactions contemplated hereby shall be in Commonwealth of Pennsylvania and the United States District Court for the Eastern Middle District of Missourithe Commonwealth of Pennsylvania, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents well as to the jurisdiction of all courts from which an appeal may be taken from such courts (and for the purpose of the appropriate appellate courts therefrom) in any such suit, action or other proceeding and irrevocably waives, arising out of any of its obligations hereunder or with respect to the fullest extent permitted by Lawtransactions contemplated hereby, and expressly waive any objection which it and all objections they may now or hereafter have to the laying of the venue of in any such courts. Each party to this Agreement agrees that any suit, action or proceeding in proceeding, whether claim or counterclaim, brought or instituted by any such court party hereto or that any such suitsuccessor or assign of any party, action on or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that with respect to this Agreement was executed and delivered in or the State dealings of Missouri. Process in any such suitthe parties with respect hereto, 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 12.09 shall be deemed effective service of process on such party. (c) tried only by a court and not by a jury. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT SUCH SUIT, ACTION OR PROCEEDING. THE BORROWER ACKNOWLEDGES AND AGREES THAT THIS PROVISION IS A SPECIFIC AND MATERIAL ASPECT OF OR RELATED TO THIS AGREEMENT OR AND THAT THE TRANSACTIONS CONTEMPLATED HEREBYBANK WOULD NOT EXTEND CREDIT TO THE BORROWER IF THE WAIVERS SET FORTH IN THIS PROVISION WERE NOT A PART OF THIS AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws Law of the State of New York applicable without giving effect to Contracts made in that state, without reference to its the principles of conflicts of laws principles. (b) Except as otherwise expressly provided in this Agreement, law thereof or of any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be other jurisdiction that would result in the United States District Court for application of the Eastern District Law of Missouri, located any other jurisdiction. Each of the parties hereby irrevocably submit to the exclusive jurisdiction of the federal court sitting in the City County of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located New York in the State of Missouri in the City of St. LouisNew York, and each in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties irrevocably agree that all claims with respect to such Action shall be heard and determined in such courts. The parties hereby consents consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in grant any such court or that any jurisdiction over the person of such suit, action or proceeding which is brought in any parties and over the subject matter of such court has been brought in an inconvenient forum. The parties acknowledge dispute and agree that this Agreement was executed and delivered mailing of process or other papers in connection with any such Action in the State of Missouri. 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 manner provided in Section 12.09 4.1 or in such other manner as may be permitted by applicable Law, shall be deemed effective valid and sufficient service of process on such party. (c) thereof. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THE ACTIONS OF HOLDCO, NETFIN OR THE STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is Purchase Agreement, including all matters of construction, validity and performance, shall in all respects be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with the internal laws United States Code and the law of the State of New York California applicable to Contracts contracts made in that such state and to be performed entirely within such state, without reference giving effect to its principles relating to conflicts of laws principles. (b) Except as otherwise expressly provided law. The parties hereby submit to the non-exclusive jurisdiction of the United States District Court in this AgreementSan Francisco, California and of any suit, action or proceeding seeking to enforce any provision of, or based on any matter California court sitting for the purposes of all legal proceedings arising out of or in connection with, relating to this Purchase Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the hereby. The parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waiveswaive, to the fullest extent permitted by Lawapplicable law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any such court or claim that any such suit, action or proceeding which is brought in any such a court has been brought in an inconvenient forum. The parties acknowledge and irrevocably consent to the service of process out of said courts by the mailing thereof by U.S. registered or certified mail postage prepaid to the party to be served at its address designated in Section 6.8 below. The parties agree that this Agreement was executed and delivered in the State of Missouri. Process a final judgment in any such suit, action or proceeding shall be conclusive and may be served enforced in any other jurisdiction by suit on the judgment or in any party anywhere other manner provided by law. Nothing in this Section 6.7 shall affect the rights of the parties to serve legal process in any other manner permitted by law or affect the right of the parties to bring any action or proceeding against the parties or its properties in the world, whether within courts of any other jurisdiction. To the extent that the parties have or without the hereafter may acquire any immunity from jurisdiction of any such court. Without limiting the foregoing, each party agrees that court or from any legal process (whether through service of process on notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the parties hereby irrevocably waive such party as provided immunity in Section 12.09 shall be deemed effective service respect of process on such partyits obligations under this Purchase Agreement. (cb) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY The parties represent and warrant that they are not entitled to immunity from judicial proceedings. IN ANY LEGAL ACTION, SUIT OR OTHER PROCEEDING IN RESPECT OF, OR ARISING OUT OF OR RELATED TO IN CONNECTION WITH THIS AGREEMENT OR PURCHASE AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBYPARTIES HEREBY WAIVE TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by 8.16.1 THIS SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 8.16.2 Each Grantor hereby irrevocably and controlled as unconditionally submits, for itself and its property, to validity, enforcement, interpretation, effect, and in all other respects by the internal laws exclusive jurisdiction of the Supreme Court of the State of New York applicable to Contracts made sitting in that stateNew York County, without reference to its conflicts Borough of laws principles. (b) Except as otherwise expressly provided in this AgreementManhattan, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out and of or in connection with, this Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern Southern District of MissouriNew York, located and any appellate court from any thereof, in the City any action or proceeding arising out of St. Louisor relating to this Security Agreement or any other Loan Document, or as to those lawsuits to which the Federal Courts for recognition or enforcement of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louisany judgment, and each Grantor hereby irrevocably and unconditionally agrees that all claims in respect of the parties hereby consents any such action or proceeding may be heard and determined in such New York State or, to the jurisdiction of extent permitted by law, in such courts (and of the appropriate appellate courts therefrom) Federal court. Each Grantor agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Security Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. 8.16.3 Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by Lawit may legally and effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Security Agreement or any other Loan Document in any court referred to in Section 8.14.2. Each Grantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that court. 8.16.4 Each party to this Security Agreement was executed and delivered in the State of Missouri. 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 irrevocably consents to service of process on such party in the manner provided for notices in Article IX of this Security Agreement, and each of the Grantors hereby appoints the Company as provided in Section 12.09 shall be deemed effective its agent for service of process. Nothing in this Security Agreement or any other Loan Document will affect the right of any party to this Security Agreement to serve process on such partyin any other manner permitted by law. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with, the internal laws of the State of New York Delaware, applicable to Contracts made contracts executed in and to be performed entirely within that state, without reference to its conflicts of laws principlesState. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter All actions and proceedings arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be heard and determined in the United States District Chancery Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a State of Delaware or any federal court located sitting in the State of Missouri in the City of St. LouisDelaware, and each of the parties Parties hereby consents irrevocably submit to the exclusive jurisdiction of such courts (and and, in the case of the appeals, appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, waive the defense of an inconvenient forum to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue maintenance of any such suit, action or proceeding. Each party hereby consents to process being served in any such action or proceeding by the mailing of a copy thereof to the address set forth in any Section 11.04 hereof and agrees that such court service upon receipt shall constitute good and sufficient service of process or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumnotice thereof. The parties acknowledge and agree that consents to jurisdiction set forth in this Agreement was executed and delivered paragraph shall not constitute general consents to service of process in the State of MissouriDelaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the Parties. Process The Parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be served enforced in other jurisdictions by suit on the judgment or in any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as other manner provided in Section 12.09 shall be deemed effective service of process on such partyby applicable Law. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING LITIGATION BETWEEN THE PARTIES HERETO DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATED TO IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effect, and in all other respects by the internal laws Laws of the State of New York applicable to Contracts made in that stateYork. Any disagreement, without reference to its conflicts of laws principles. (b) Except as otherwise expressly provided in this Agreementissue, any suitdispute, action claim, demand or proceeding seeking to enforce any provision of, or based on any matter controversy arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby (each, a “Dispute”) shall be brought in the United States District Court for the Eastern Southern District of MissouriNew York in New York, located New York or any New York State court sitting in the City New York, New York, so long as one of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack such courts shall have subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each jurisdiction over such Dispute. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding Dispute and irrevocably waives, to the fullest extent permitted by Law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding Dispute in any such court or and that any such suit, action or proceeding Dispute which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. Process in any such suit, action or proceeding Dispute 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 12.09 6.10 shall be deemed effective service of process on such party. (cb) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by shall be construed and controlled as to validity, enforcement, interpretation, effectenforced in accordance with, and in all other respects by the internal laws rights of the parties shall be governed by, the law of the State of New York applicable to Contracts made in that stateYork, without reference giving effect to its the conflicts of laws principleslaw principles thereof. (b) Except Each of the Parties agrees that any legal action, suit or proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns shall be brought and determined in any federal or state court in the Borough of Manhattan, the City of New York, and each of the Parties hereby submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement or the Restructuring Transactions. Each of the Parties agrees not to commence any proceeding relating hereto or thereto except in the courts described above in New York, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York, as otherwise expressly described herein. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any proceeding arising out of or relating to this Agreement or the Restructuring Transactions, (i) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (ii) 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 (iii) that (A) the proceeding in any such court is brought in an inconvenient forum, (B) the venue of such proceeding is improper or (C) this Agreement, any suitor the subject matter hereof, action may not be enforced in or proceeding seeking to enforce any provision ofby such courts. Notwithstanding the foregoing, or based on any matter during the pendency of the Chapter 11 Cases, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with, with this Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 12.09 shall be deemed effective service of process on such partyAgreement. (c) EACH OF PARTY HEREBY WAIVES, TO THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by and controlled as to validity, enforcement, interpretation, effectAgreement, and all Proceeding (whether in all other respects by contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the internal laws negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the Laws of the State of New York applicable to Contracts made in that stateDelaware, including its statutes of limitations, without reference giving effect to its applicable principles of conflicts of law to the extent that the application of the laws principles. of another jurisdiction (bwhether of the State of Delaware or any other jurisdiction) Except as otherwise expressly provided would be required thereby. Each party hereto agrees that it shall bring any Proceeding in this Agreementrespect of any claim based upon, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be Transactions exclusively in the United States District Court for of Chancery of the Eastern District State of MissouriDelaware and, located in if and only if such Court declines to exercise jurisdiction, the City other courts of St. Louis, the State of Delaware or as to those lawsuits to which the Federal Courts federal courts of the United States lack subject matter jurisdiction, before a court of America located in the State of Missouri Delaware and the appellate courts therefrom (in such order of priority, the City of St. Louis, “Chosen Courts”) and each solely in connection with claims arising under or relating to this Agreement (i) irrevocably submits to the exclusive jurisdiction of the parties hereby consents to the jurisdiction of such courts Chosen Courts, (and of the appropriate appellate courts therefromii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court Proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that mailing of process or other papers in connection with any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered Action in the State of Missouri. 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 manner provided in Section 12.09 11.2 or in such other manner as may be permitted by Law shall be deemed effective valid and sufficient service of process on such party. (c) thereof. EACH OF PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES FULLEST EXTENT PERMITTED BY LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING ACTION DIRECTLY OR INDIRECTLY BASED UPON, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYBY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 11.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws Laws of the State of New York applicable to Contracts made in that stateDelaware, without reference giving effect to its conflicts the choice of laws principles. law principles thereof to the extent that the application of the Laws of another jurisdiction would be required thereby. All actions, suits or proceedings arising out of or relating to this Agreement or any of the other Transaction Documents shall be heard and determined exclusively in any Delaware state or federal court. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in Delaware for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents, and (b) Except as otherwise expressly provided irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that this Agreement, any of the other Transaction Documents or any of the Contemplated Transactions may not be enforced in or by any of the above-named courts. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out by delivery of or a copy thereof in connection with, this Agreement or accordance with the transactions contemplated hereby shall be in the United States District Court for the Eastern District provisions of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumSection 8.2. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 12.09 shall be deemed effective service of process on such party. (c) EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREUNDER.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This All questions concerning the construction, validity, enforcement and interpretation of this Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effect, construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to Contracts made in that stateYork, without reference regard to its the principles of conflicts of laws principles. (b) Except as otherwise expressly provided in this Agreementlaw thereof. Each party agrees that all legal proceedings concerning the interpretation, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out enforcement and defense of or in connection with, this Agreement or the transactions contemplated hereby by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, stockholders, partners, members, employees or agents) shall be commenced exclusively in the United States District Court for the Eastern District of Missouri, located state and federal courts sitting in the City of St. Louis, or as New York. Each party hereby irrevocably submits to those lawsuits to which the Federal Courts exclusive jurisdiction of the United States lack subject matter jurisdiction, before a court located in the State of Missouri state and federal courts sitting in the City of St. LouisNew York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, and agrees not to the fullest extent permitted by Lawassert in any action or proceeding, any objection which claim that it may now or hereafter have is not personally subject to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Without limiting the foregoing, each Each party agrees that hereby irrevocably waives personal service of process on and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party as provided in Section 12.09 at the address set forth on the signature pages to this Agreement (and service so made shall be deemed effective complete three (3) days after the same has been posted) and agrees that such service shall constitute good and sufficient service of process on such party. (c) EACH OF and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. IN ANY ACTION OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES HERETO EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY AND ALL RIGHT TO FOREVER TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYJURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by and controlled as to validityTHIS AGREEMENT SHALL BE GOVERNED BY, enforcementAND CONSTRUED IN ACCORDANCE WITH, interpretationTHE LAWS OF THE STATE OF DELAWARE, effectAPPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED ENTIRELY WITHIN THAT STATE, and in all other respects by the internal laws of the State of New York applicable to Contracts made in that stateREGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS; PROVIDED, without reference to its conflicts of laws principlesHOWEVER, THAT MATTERS INVOLVING THE INTERNAL CORPORATE AFFAIRS OF PARENT, MERGER SUB OR THE COMPANY SHALL BE GOVERNED BY THE LAWS OF THE JURISDICTION IN WHICH SUCH CORPORATION OR COMPANY IS ORGANIZED AND THAT THE LAWS OF THE STATE OF TENNESSEE SHALL APPLY AS MAY BE NECESSARY TO LEGALLY EFFECT THE MERGER AND THE RELATED PROVISIONS IN ARTICLES II AND III HEREOF. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter All actions and proceedings arising out of or in connection withrelating to this Agreement, this Agreement or the transactions contemplated hereby negotiation, validity or performance of this Agreement, or the Merger shall be heard and determined in the United States District Chancery Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. LouisDelaware, and each of the parties hereby consents irrevocably submit to the exclusive jurisdiction of such courts (and and, in the case of the appeals, appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, waive the defense of an inconvenient forum to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue maintenance of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumproceeding. The parties acknowledge and agree that consents to jurisdiction set forth in this Agreement was executed and delivered paragraph shall not constitute general consents to service of process in the State of MissouriDelaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Process The parties agree that service of any court paper may be made in any manner as may be provided under the applicable Laws or court rules governing service of process in such court. The parties hereto agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be served enforced in other jurisdictions by suit on the judgment or in any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as other manner provided in Section 12.09 shall be deemed effective service of process on such partyby applicable Law. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by shall be construed and controlled as to validity, enforcement, interpretation, effectenforced in accordance with, and in all other respects by the internal rights of the Parties shall be governed by, the laws of the State of New York applicable to Contracts made in that stateGeorgia, without reference giving effect to its conflicts the conflict of laws principles. (b) Except as otherwise expressly provided in this Agreementprinciples thereof. Each of the Parties irrevocably agrees that any legal action, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement brought by any Party or the transactions contemplated hereby its successors or assigns shall be brought and determined in any federal court in the United States District Court for the Eastern Northern District of MissouriGeorgia or state court in Bartow County, located in Georgia (the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis“Georgia Courts”), and each of the parties Parties hereby consents irrevocably submits to the exclusive jurisdiction of the Georgia Courts for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement and the Restructuring. Each of the Parties agrees not to commence any proceeding relating hereto or to the Restructuring except in the Georgia Courts, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree, or award rendered by any Georgia Court. Each of the Parties further acknowledges and agrees that notice as provided in Section 25 hereof shall constitute sufficient service of process and the Parties further waive the right to personal service and any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives and agrees not to assert by way of motion or as a defense, counterclaim or otherwise, in any legal action, suit, or proceeding arising out of or relating to this Agreement or the Restructuring, (i) any claim that it is not personally subject to the jurisdiction of the Georgia Courts as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such courts, 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 of the appropriate appellate courts therefrom(iii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or that (A) a proceeding in any such court or that any such suit, action or proceeding which Georgia Court is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in , (B) the State venue of Missouri. Process in any such suitproceeding is improper, 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 12.09 shall be deemed effective service of process on such party. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.or

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is Agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be construed in accordance with and governed by and controlled as to validity, enforcement, interpretation, effect, and in all other respects by the internal laws of the State of New York applicable York. Each Grantor, to Contracts made the extent that it may lawfully do so, hereby consents to service of process, and to be sued, in that state, without reference to its conflicts of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action state or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a federal court located in the State of Missouri in the City of St. LouisNew York, and each of the parties hereby consents as well as to the jurisdiction of all courts to which an appeal may be taken from such courts (and courts, for the purpose of the appropriate appellate courts therefrom) in any such suit, action or other proceeding and irrevocably waives, arising out of any of its obligations hereunder or with respect to the fullest extent permitted by Lawtransactions contemplated hereby, and expressly waives any objection which and all objections it may now or hereafter have as to the laying of the venue of in any such suit, courts. Each Grantor further agrees that a summons and complaint commencing an action or proceeding in any of such court courts shall be properly served and shall confer personal jurisdiction if served personally or that by certified mail to it in accordance with Section 21 hereof or as otherwise provided under the laws of the State of New York. Nothing in this Agreement shall affect any such suit, right the Agent or any Secured Party may otherwise have to bring an action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that relating to this Agreement was executed and delivered against any Grantor or its properties in the State of Missouri. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction courts of any such courtjurisdiction. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 12.09 shall be deemed effective service of process on such party. (c) EACH OF THE PARTIES HERETO HEREBY GRANTOR AND EACH SECURED PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING ARISING OUT INSTITUTED BY OR AGAINST SUCH GRANTOR OR SUCH SECURED PARTY IN RESPECT OF OR RELATED TO THIS AGREEMENT ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by and controlled as to validity, enforcement, interpretation, effectAgreement, and all Proceedings (whether in all other respects by contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the internal laws negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the Laws of the State of New York applicable to Contracts made in that stateDelaware, including its statutes of limitations, without reference giving effect to its applicable principles of conflicts of law to the extent that the application of the laws principles. of another jurisdiction (bwhether of the State of Delaware or any other jurisdiction) Except as otherwise expressly provided would be required thereby. Each party hereto agrees that it shall bring any Proceeding in this Agreementrespect of any claim based upon, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement exclusively in the Court of Chancery of the State of Delaware and, if and only if such Court declines to exercise jurisdiction, the other courts of the State of Delaware or the transactions contemplated hereby shall be in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts federal courts of the United States lack subject matter jurisdiction, before a court of America located in the State of Missouri Delaware and the appellate courts therefrom (in such order of priority, the City of St. Louis, “Chosen Courts”) and each solely in connection with claims arising under or relating to this Agreement (i) irrevocably submits to the exclusive jurisdiction of the parties hereby consents to the jurisdiction of such courts Chosen Courts, (and of the appropriate appellate courts therefromii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court Proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that mailing of process or other papers in connection with any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 manner provided in Section 12.09 3.1 or in such other manner as may be permitted by Law shall be deemed effective valid and sufficient service of process on such party. (c) thereof. EACH OF PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES FULLEST EXTENT PERMITTED BY LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING ACTION DIRECTLY OR INDIRECTLY BASED UPON, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR BY, AMONG OTHER THINGS, THE TRANSACTIONS CONTEMPLATED HEREBYMUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 3.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is (including any claim or controversy arising out of or relating to this Agreement) shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws of the State of New York applicable to Contracts made in that stateWashington, without reference regard to its conflicts conflict of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be law principles that would result in the United States District Court for application of any law other than the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts laws of the United States lack subject matter jurisdictionState of Washington. Each party, before a to the extent that it may lawfully do so, hereby consents to service of process, and to be sued, in any state or federal court located in the State of Missouri in the City of St. LouisWashington, and each of the parties hereby consents as well as to the jurisdiction of all courts to which an appeal may be taken from such courts (and courts, for the purpose of the appropriate appellate courts therefrom) in any such suit, action or other proceeding and irrevocably waives, arising out of any of its obligations hereunder or with respect to the fullest extent permitted by Lawtransactions contemplated hereby, and expressly waives any objection which and all objections it may now or hereafter have as to the laying of the venue of in any such suit, courts. Each party further agrees that a summons and complaint commencing an action or proceeding in any of such court courts shall be properly served and shall confer personal jurisdiction if served personally or that by certified mail to it in accordance with Section 14 hereof or as otherwise provided under the laws of Washington. Nothing in this Agreement shall affect any such suit, right any party may otherwise have to bring an action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that relating to this Agreement was executed and delivered against any other party or its properties in the State of Missouri. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction courts of any such courtjurisdiction. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 12.09 shall be deemed effective service of process on such party. (c) EACH OF THE PARTIES HERETO HEREBY PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING ARISING OUT INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF OR RELATED TO THIS AGREEMENT ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with, the internal laws of the State of New York Delaware applicable to Contracts made contracts executed in and to be performed entirely in that stateState, without reference regard to its any laws that might otherwise govern under applicable principles of conflicts or choice of law or otherwise; provided, however, that, (i) to the extent any provisions of this Agreement relate to the exercise of a director’s or officer’s fiduciary duties and/or similarly, statutory duties or obligations and/or (ii) statutory provisions or other Applicable Laws of Bermuda are mandatorily applicable to the Merger, such provisions shall be governed by and in accordance with the laws principlesof Bermuda. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter All Actions arising out of or in connection with, relating to this Agreement or and the transactions contemplated hereby hereby, including the interpretation and enforcement hereof shall (except to the extent, and solely to the extent, that any such Action that relates to the Merger or the Statutory Merger Agreement mandatorily must be brought in Bermuda) be heard and determined in the United States District Delaware Court for of Chancery, or, if the Eastern District Delaware Court of MissouriChancery declines to accept jurisdiction over a particular matter, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a any federal court located in within the State of Missouri Delaware, or, if both the Delaware Court of Chancery and the federal courts within the State of Delaware decline to accept jurisdiction over a particular matter, any other state court within the State of Delaware, and, in the City of St. Louiseach case, and each of the any appellate court therefrom. The parties hereby consents irrevocably submit to the exclusive jurisdiction and venue of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding Actions and irrevocably waives, waive the defense of an inconvenient forum or lack of jurisdiction to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue maintenance of any such suit, action or proceeding Action and agree not to assert any Action in any such other court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. Process a final judgment in any such suit, action or proceeding Action shall be conclusive and may be served enforced in other jurisdictions by suit on the judgment or in any party anywhere other manner provided by applicable Law; provided, however, that nothing contained in the worldforegoing shall restrict any party’s rights to seek any post-judgment relief regarding, whether within or without the jurisdiction any appeal from, a final trial court judgment. The parties to this Agreement agree that mailing of process or other papers in connection with any such court. Without limiting Action in the foregoing, each party agrees that service of process on such party as manner provided in Section 12.09 9.02 or in such other manner as may be permitted by Applicable Law, shall be deemed effective valid and sufficient service of process on such partythereof. (c) EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL DISPUTE, CLAIM OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OF, RELATED TO, UNDER OR RELATED TO IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.08. (d) The provisions of this Section 9.08 are not intended and shall not be deemed to constitute a submission by the Parent Parties to the jurisdiction of any United States federal or state court or any other United States Governmental Entity, other than and solely for purposes of any Action arising out of or relating to this Agreement and the transactions contemplated hereby as provided in this Section 9.08 and, if the Effective Time occurs, any Action initiated (i) by the holders of Class A Shares to enforce their right to receive the Merger Consideration, (ii) by the holders of Company Equity Awards to enforce their right to receive the consideration payable in accordance with Section 2.04 and (iii) by any Indemnitee to enforce its rights set forth in Section 6.04.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with, the internal laws of the State of New York Delaware, applicable to Contracts made contracts executed in and to be performed entirely within that stateState, without reference to its regardless of the Law that might otherwise govern under applicable principles of conflicts of laws principles. Law thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (b) Except or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto consents to service being made through the notice procedures set forth in Section 8.9, 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 and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties hereto irrevocably waives, and agrees not to assert as otherwise expressly provided a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.7, (ii) any claim that it or its property is exempt or immune from the 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 (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding seeking to enforce any provision ofin such court is brought in an inconvenient forum, or based on any matter arising out (B) the venue of or in connection with, this Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waivesis improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying Law of the venue State of any Delaware and of the United States of America; provided, however, that each such suit, action party’s consent to jurisdiction and service contained in this Section 8.7(a) is solely for the purpose referred to in this Section 8.7(a) and shall not be deemed to be a general submission to such courts or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. Process in any Delaware other than for 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 12.09 shall be deemed effective service of process on such partypurpose. (cb) EACH OF THE PARTIES HERETO HEREBY PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, the rights and obligations of the parties hereto under this Agreement, and any disputes arising under or relating to this Agreement is shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and controlled as to validity, enforcement, interpretation, effect, and in all other respects by accordance with the internal laws Law of the State of New York applicable Delaware without regard to Contracts made in that state, without reference to its conflicts the conflict of laws principleslaw principles thereof. (b) Except as otherwise expressly provided in this AgreementEach of the parties (i) irrevocably submits exclusively to the jurisdiction of the Chancery Courts of the State of Delaware (the “Chancery Court”) or, if the Chancery Court declines jurisdiction, any suitother Delaware state court, action or proceeding seeking to enforce and the federal courts of the United States of America, in each case, located in New Castle County in the State of Delaware (collectively, “Chosen Courts”) in the event any provision of, or based on any matter arising dispute arises out of or in connection with, this Agreement or any of the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any Action by or before any Governmental Entity relating to this Agreement or any of the transactions contemplated hereby shall be in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suitcourt other than the Chosen Courts, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, (iv) waives any objection which that it may now or hereafter have to the laying of the venue of any such suitAction in the Chosen Courts or that such Action was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 5.9. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 5.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing in this Section 5.16(b), a party may commence any legal action or proceeding in any such a court other than the above-named courts solely for the purpose of enforcing an order or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in judgment issued by one of the State of Missouri. 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 12.09 shall be deemed effective service of process on such partyabove-named courts. (c) EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT, OR CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR BY, AMONG OTHER THINGS, THE TRANSACTIONS CONTEMPLATED HEREBYMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.16.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws of the State of New York applicable to Contracts made in that stateDelaware, without reference regard to its the laws that might be applicable under conflicts of laws principles. (b) Except as otherwise expressly provided Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware State court, or Federal court of the United States of America, sitting in this AgreementDelaware, and any suitappellate court from any thereof, in any action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement or the agreements delivered in connection with, this Agreement herewith or the transactions contemplated hereby shall be in the United States District Court or thereby or for the Eastern District recognition or enforcement of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louisany judgment relating thereto, and each of the parties hereby consents hereby (i) agrees not to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in commence any such suit, action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and irrevocably determined in such Delaware State court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent permitted by Lawit may legally and effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court Delaware State or that any Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumDelaware State or Federal court. The Each of the parties acknowledge and agree hereto agrees that this Agreement was executed and delivered in the State of Missouri. Process a final judgment in any such suit, action or proceeding shall be conclusive and may be served enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that to this Agreement irrevocably consents to service of process on such party as in the manner provided for notices in Section 12.09 shall be deemed effective service 8.2. Nothing in this Agreement will affect the right of any party to this Agreement to serve process on such partyin any other manner permitted by law. (c) EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (ii) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.6(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is To the maximum extent permitted by applicable Law, the provisions of this Assignment shall be governed by and controlled as to validity, enforcement, interpretation, effect, construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to Contracts made in that stateDelaware, without reference regard to its conflicts principles of laws principles. (b) Except conflict of laws, except with regard to issues relating to real property matters concerning the Leasehold and Mineral Interests, which shall be governed by the Laws of the applicable state in which the interests constituting the Leasehold and Mineral Interests are located, as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out applicable. Each of or in connection with, this Agreement or the Parties agrees that the transactions contemplated hereby shall be by the Contribution Agreement involve at least $100,000 and that the Contribution Agreement and this Assignment have been entered into in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts express reliance upon 6 Del. C. § 2708. Each of the United States lack Parties irrevocably and unconditionally confirms and agrees (a) that it is and shall continue to be subject matter jurisdiction, before a court located to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Missouri Delaware, and (b) (i) to the extent that such Party is not otherwise subject to service of process in the City State of St. LouisDelaware, to appoint and maintain an agent in the State of Delaware as such Party’s agent for acceptance of legal process and notify the other Parties of the name and address of such agent, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefromii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 may also be made on such party Party by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service, and that, to the fullest extent permitted by applicable Law, service made pursuant to (b)(i) or (ii) above shall have the same legal force and effect as provided in Section 12.09 shall be deemed effective service if served upon such Party personally within the State of process on such party. (c) Delaware. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE, INCLUDING THE DELAWARE COURT OF CHANCERY IN AND FOR NEW CASTLE COUNTY (THE “DELAWARE COURTS”) FOR ANY ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS ASSIGNMENT (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS), (B) WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE DELAWARE COURTS AND ALL AGREES NOT TO PLEAD OR CLAIM IN ANY DELAWARE COURT THAT SUCH LITIGATION BROUGHT THEREIN HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM AND (C) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS ASSIGNMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS ASSIGNMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is To the maximum extent permitted by applicable Law, the provisions of this Assignment shall be governed by and controlled as to validity, enforcement, interpretation, effect, construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to Contracts made in that stateDelaware, without reference regard to its conflicts principles of laws principles. (b) Except conflict of laws, except with regard to issues relating to real property matters concerning the Royalty Interests, which shall be governed by the Laws of the applicable state in which the interests constituting the Royalty Interests are located, as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out applicable. Each of or in connection with, this Agreement or the Parties agrees that the transactions contemplated hereby shall be by the Contribution Agreement involve at least $100,000 and that the Contribution Agreement and this Assignment have been entered into in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts express reliance upon 6 Del. C. § 2708. Each of the United States lack Parties irrevocably and unconditionally confirms and agrees (a) that it is and shall continue to be subject matter jurisdiction, before a court located to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Missouri Delaware, and (b) (i) to the extent that such Party is not otherwise subject to service of process in the City State of St. LouisDelaware, to appoint and maintain an agent in the State of Delaware as such Party’s agent for acceptance of legal process and notify the other Parties of the name and address of such agent, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefromii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 may also be made on such party Party by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service, and that, to the fullest extent permitted by applicable Law, service made pursuant to (b)(i) or (ii) above shall have the same legal force and effect as provided in Section 12.09 shall be deemed effective service if served upon such Party personally within the State of process on such party. (c) Delaware. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE, INCLUDING THE DELAWARE COURT OF CHANCERY IN AND FOR NEW CASTLE COUNTY (THE “DELAWARE COURTS”) FOR ANY ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS ASSIGNMENT (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS), (B) WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE DELAWARE COURTS AND ALL AGREES NOT TO PLEAD OR CLAIM IN ANY DELAWARE COURT THAT SUCH LITIGATION BROUGHT THEREIN HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM AND (C) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS ASSIGNMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS ASSIGNMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is Agreement, the CVRs and all actions arising under or in connection therewith shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws of the State of New York applicable to Contracts made in that stateDelaware, without reference giving effect to its conflicts 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 laws principlesof any jurisdiction other than those of the State of Delaware. (b) Except as otherwise expressly provided in this AgreementThe parties hereto agree that any action, any suit, action litigation or proceeding suit seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party hereto or any of its Affiliates or against any party hereto or any of its Affiliates) shall be brought in the United States District Delaware Chancery Court for the Eastern District of Missourior, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter if such court shall not have jurisdiction, before a any federal court located in the State of Missouri in the City of St. LouisDelaware or other Delaware state court, and each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suitaction, action litigation or proceeding suit and irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which that it may now or hereafter have to the laying of the venue of any such suitaction, action litigation or proceeding suit in any such court or that any such suitaction, action litigation or proceeding which is suit brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. Process in any such suitaction, action litigation or proceeding suit may be served on any party hereto anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party hereto agrees that service of process on such party as provided in Section 12.09 6.1 shall be deemed effective service of process on such party. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. EACH PARTY HERETO (A) MAKES THIS WAIVER VOLUNTARILY AND (B) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS Section 6.5(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by in accordance with the internal laws of the State of New York applicable Delaware without regard to Contracts made in that state, without reference to its conflicts the conflict of laws principlesprinciples thereof that would require the application of the Law of any other jurisdiction; provided, that the laws of the State of Oklahoma shall apply to the extent mandatorily applicable with respect to the Subsequent Merger and the United States Code shall apply to the extent mandatorily applicable with respect to the Bank Merger. (b) Except as otherwise expressly provided in this Agreement, The Parties agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any Party or any of its Affiliates or against any Party or any of its Affiliates) shall be brought in the United States District Delaware Chancery Court for the Eastern District of Missourior, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter if such court shall not have jurisdiction, before a any federal court located in the State of Missouri in the City of St. LouisDelaware or other Delaware state court, and each of the parties Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. Process in any such suit, action or proceeding may be served on any party Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party Party agrees that service of process on such party Party as provided in Section 12.09 10.06 shall be deemed effective service of process on such partyParty. Each of the Parties 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. (c) EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.07.

Governing Law; Jurisdiction; Waiver of Jury Trial. 8.14.1 THIS SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS AND DECISIONS (aAS OPPOSED TO CONFLICTS OF LAW PROVISIONS) This Agreement is governed by and controlled as to validity, enforcement, interpretation, effect, and in all other respects by the internal laws of the State of New York applicable to Contracts made in that state, without reference to its conflicts of laws principlesOF THE STATE OF DELAWARE. (b) Except as otherwise expressly provided 8.14.2 The Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Delaware state court sitting in this AgreementNew Castle County, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out Delaware and of or in connection with, this Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern District of MissouriDelaware, located and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Security Agreement or the City of St. LouisNote, or as to those lawsuits to which the Federal Courts for recognition or enforcement of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louisany judgment, and each the Grantor hereby irrevocably and unconditionally agrees that all claims in respect of the parties hereby consents any such action or proceeding may be heard and determined in such Delaware state court or, to the jurisdiction of extent permitted by law, in such courts (and of the appropriate appellate courts therefrom) Federal court. The Grantor agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement or the Note shall affect any right that the Secured Party may otherwise have to bring any action or proceeding relating to this Security Agreement or the Note against the Grantor or its properties in the courts of any jurisdiction. 8.14.3 The Grantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by Lawit may legally and effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Security Agreement or the Note in any court referred to in Section 8.14.2. The Grantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that court. 8.14.4 Each party to this Security Agreement was executed and delivered in the State of Missouri. 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 irrevocably consents to service of process on such in the manner provided for notices in Article IX of this Security Agreement. Nothing in this Security Agreement or the Note will affect the right of any party as provided to this Security Agreement to serve process in Section 12.09 shall be deemed effective service of process on such partyany other manner permitted by law. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by 8.16.1 THIS SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 8.16.2 Each Grantor hereby irrevocably and controlled as unconditionally submits, for itself and its property, to validity, enforcement, interpretation, effect, and in all other respects by the internal laws nonexclusive jurisdiction of the Supreme Court of the State of New York applicable to Contracts made sitting in that state, without reference to its conflicts New York County and of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be in the United States District Court for of the Eastern Southern District of MissouriNew York, located and any appellate court from any thereof, in the City any action or proceeding arising out of St. Louisor relating to this Security Agreement or any other Loan Document, or as to those lawsuits to which the Federal Courts for recognition or enforcement of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louisany judgment, and each Grantor hereby irrevocably and unconditionally agrees that all claims in respect of the parties hereby consents any such action or proceeding may be heard and determined in such New York State or, to the jurisdiction of extent permitted by law, in such courts (and of the appropriate appellate courts therefrom) Federal court. Each Grantor agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Security Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. 8.16.3 Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by Lawit may legally and effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Security Agreement or any other Loan Document in any court referred to in Section 8.16.2. Each Grantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that court. 8.16.4 Each party to this Security Agreement was executed and delivered in the State of Missouri. 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 irrevocably consents to service of process on such party in the manner provided for notices in Article IX of this Security Agreement, and each of the Grantors hereby appoints the Initial Grantor as provided in Section 12.09 shall be deemed effective its agent for service of process. Nothing in this Security Agreement or any other Loan Document will affect the right of any party to this Security Agreement to serve process on such partyin any other manner permitted by law. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with, the internal laws Laws of the State of New York Delaware regardless of the Laws that might otherwise govern under applicable to Contracts made in that state, without reference to its principles of conflicts of laws principlesthereof. (b) Except as otherwise expressly provided Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery, or, if no such state court has proper jurisdiction, the federal court of the United States of America, sitting in this AgreementDelaware, and any suitappellate court from any thereof, in any action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement or the agreements delivered in connection with, this Agreement herewith or the transactions contemplated hereby shall be in the United States District Court or thereby or for the Eastern District recognition or enforcement of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louisany Judgment relating thereto, and each of the parties hereby consents irrevocably and unconditionally (i) agrees not to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in commence any such suit, action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and irrevocably determined in such Delaware Court of Chancery or, if no such state court has proper jurisdiction, in such federal court, (iii) waives, to the fullest extent permitted by Lawit may legally and effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court Delaware Court of Chancery or that any federal court, and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumDelaware Court of Chancery or federal court. The Each of the parties acknowledge and agree hereto agrees that this Agreement was executed and delivered in the State of Missouri. Process a final Judgment in any such suit, action or proceeding shall be conclusive and may be served enforced in other jurisdictions by suit on the Judgment or in any other manner provided by Law. Each party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that to this Agreement irrevocably consents to service of process on such party as in the manner provided for notices in Section 12.09 shall be deemed effective service 9.5. Nothing in this Agreement will affect the right of any party to this Agreement to serve process on such partyin any other manner permitted by Law. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEach of the parties to this Agreement irrevocably waives any and all right to trial by jury in any Legal Proceeding arising out of or relating to this Agreement or the Transactions.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a1) This Agreement is governed by and controlled as to All questions concerning the construction, validity, enforcementenforcement and interpretation of this Note shall be governed by, interpretation, effect, construed and enforced solely and exclusively in all other respects by accordance with the internal laws of the State of New York applicable to Contracts made in that stateYork, without reference regard to its the principles of conflicts of laws principles. law thereof. Each party agrees that all Proceedings (bas defined in the Notes) Except as otherwise expressly provided shall be commenced exclusively in this Agreementthe state and federal courts sitting in the County, City and State of New York, (the “New York Courts”). Each party hereto hereby irrevocably agrees and submits to the exclusive jurisdiction of the New York Courts for any Proceeding, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack claim that it is not personally subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of any New York Court or that a New York Court is an inconvenient forum for such courts (Proceeding. Each party hereto hereby irrevocably waives personal service of process and of the appropriate appellate courts therefrom) consents to process being served in any such suit, action Proceeding by mailing a copy thereof via registered or proceeding certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 such service shall constitute good and sufficient service of process on such party as provided in Section 12.09 and notice thereof. Nothing contained herein shall be deemed effective service to limit in any way any right to serve process in any manner permitted by law. The prevailing party in a Proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of process on such partyProceeding. (c2) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by and controlled as to validity, enforcement, interpretation, effectAgreement, and in all other respects by the internal laws claims or causes of the State of New York applicable to Contracts made in that stateaction based upon, without reference to its conflicts of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision arising out of, or based on any matter arising out of or in connection with, related to this Agreement or the transactions contemplated hereby hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts executed in and to be performed in that State, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. (b) All legal actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, however, that if jurisdiction is not then available in the United States District Court for the Eastern District of MissouriDelaware Chancery Court, located then any such legal Action may be brought in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a any federal court located in the State of Missouri Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (b) agree not to commence any Action relating thereto except in the City courts described above in Delaware, other than Actions in any court of St. Louiscompetent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each the parties further waive any argument that such service is insufficient. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law. Each of the parties hereby consents irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) 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 of (c) that (i) the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding Action in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that , (ii) the venue of such Action is improper or (iii) this Agreement was executed and delivered Agreement, or the subject matter hereof, may not be enforced in the State of Missouri. Process in any or by 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 12.09 shall be deemed effective service of process on such partycourts. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATED TO IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by by, construed and controlled as to validity, enforcement, interpretation, effect, and enforced in all other respects by accordance with the internal laws of the State of New York applicable without regard to Contracts made in that state, without reference to its conflicts the conflict of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter principles thereof. Any Proceeding arising out of or relating to this Agreement shall be heard and determined exclusively in connection withany state or federal court located in New York, New York (or in any court in which appeal from such courts may be taken) (the “Specified Courts”). Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Proceeding arising out of or relating to this Agreement and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the United States District Court for the Eastern District of Missouri, located judgment or in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby any other manner provided by applicable law. Each party irrevocably consents to the jurisdiction service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such courts (and process to such party at the applicable address set forth in Section 6(e). Nothing in this Section 6(i) shall affect the right of the appropriate appellate courts therefrom) any party to serve legal process in any such suit, action or proceeding and irrevocably waives, other manner permitted by law. Each party hereto hereby waives to the fullest extent permitted by Law, applicable law any objection which right it may now or hereafter have to the laying of the venue of a trial by jury with respect to any such suitProceeding directly or indirectly arising out of, action under or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that connection with this Agreement was executed and delivered in or the State of Missouri. 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 12.09 shall be deemed effective service of process on such partytransactions contemplated hereby. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arising out of or relating to this Agreement is or the negotiation, execution and delivery or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws Laws of the State of New York applicable to Contracts made in that stateDelaware, without reference regard to its applicable principles of conflicts of laws principlesthat might require the application of the laws of another jurisdiction. (b) Except as otherwise expressly provided Each of the parties hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction and venue within the State of Delaware (“Delaware Courts”), and any appellate court from any decision thereof, in this Agreementany Action that may be based upon, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out arise of or in connection with, relate to this Agreement or the transactions contemplated hereby negotiation, execution and delivery or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the United States District Court for the Eastern District of MissouriDelaware Courts, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefromii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Lawit may legally and effectively do so, any objection which it may now or hereafter have to the laying of the venue of any Action that may be based upon, arise out of or relate to this Agreement or the negotiation, execution and delivery or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (iii) waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Action in any such court or and (iv) agrees that any such suit, action or proceeding which is brought a final judgment in any such court has been brought Action shall be conclusive and may be enforced in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in other jurisdictions by suit on the State of Missouri. Process judgment or in any such suit, action or proceeding may be served on any party anywhere in other manner provided by applicable Law. Each of the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party parties consents and agrees that service of process on such party as provided process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 12.09 shall be deemed effective service of process on such party12.02 or in any other manner permitted by applicable Law. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY BE BASED UPON, ARISE OUT OF THE PARTIES HERETO OR RELATE TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN FOR ANY LEGAL PROCEEDING DISPUTE BASED UPON, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY THEREOF OR ANY TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NONE OF THE OTHER PARTIES NOR THEIR REPRESENTATIVES, AGENTS OR ATTORNEYS HAVE REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS Section 12.06(c). ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws of the State of New York York, applicable to Contracts agreements made in that stateand to be performed entirely within such State, without reference regard to its conflicts the conflict of laws principlesprinciples thereof. (b) Except as otherwise expressly provided in this Agreement, any suit, action Any disputes or proceeding seeking to enforce any provision of, or based on any matter claims arising out of or in connection with, with this Agreement or and the transactions contemplated or documents required hereby shall be in submitted to the United States District Court for exclusive jurisdiction of the Eastern District courts of Missouri, located in the City State of St. Louis, or as to those lawsuits to which New York and the Federal Courts federal courts of the United States lack subject matter jurisdiction, before a court of America located in the State of Missouri in the City of St. LouisNew York, New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and . The parties hereby irrevocably waiveswaive, to the fullest extent permitted by applicable Law, any objection which it they may now or hereafter have to the laying of the venue of any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such suit, action court or proceeding any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such court dispute may be enforced in other jurisdictions by suit on the judgment or that in any such other manner provided by Law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action action, or proceeding which is brought of the nature specified in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered Section 18.3(b) by the mailing of a copy thereof in the State manner specified by the provisions of Missouri. 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 12.09 shall be deemed effective service of process on such party18.3. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, together with the Support Agreements, the Limited Guaranty, the Company Disclosure Schedule, the Confidentiality Agreement is governed by and controlled as any other document, certificate or instrument delivered pursuant hereto (together, the “Related Documents”), and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, the Related Documents or the negotiation, execution, termination, validity, interpretation, construction, enforcement, interpretationperformance or nonperformance of this Agreement or the Related Documents or otherwise arising from the relationship between the parties (including, effectwithout limitation, and 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 the Related Documents or as an inducement to enter into this Agreement or the Related Documents) (all other respects such claims or causes of action, a “Cause of Action”) shall be governed by the internal laws of the State of New York applicable to Contracts made in that stateDelaware (including its laws regarding statutes of limitations), without reference giving effect to its conflicts any choice or conflict of laws principlesLaw provision or rules (whether of the State of Delaware or otherwise) that would cause the application of Laws of any other jurisdiction. (b) Except as otherwise expressly provided in this AgreementAll actions and proceedings that may be based upon, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising arise out of or in connection with, this Agreement or the transactions contemplated hereby relate to a Cause of Action shall be exclusively heard and determined in the United States District Chancery Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a State of Delaware or any federal court located sitting in the State of Missouri in the City of St. LouisDelaware, and each of the parties hereto hereby consents irrevocably submit to the exclusive jurisdiction of such courts (and and, in the case of the appeals, appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waiveswaive, to the fullest extent permitted by applicable Law, any objection which it they may now or hereafter have to the laying of the venue of any such suit, action or proceeding Cause of Action brought in any such court or that any defense of inconvenient forum for the maintenance of such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumdispute. The parties acknowledge and agree that consents to jurisdiction set forth in this Agreement was executed and delivered paragraph shall not constitute general consents to service of process in the State of MissouriDelaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Process The parties hereto agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be served enforced in other jurisdictions by suit on the judgment or in any party anywhere in the world, whether within or without the jurisdiction of any such courtother manner provided by applicable Law. Without limiting Notwithstanding the foregoing, each party of the parties hereto agrees that service it will not bring or support any claim, action, suit or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, against the Lender Parties in any way relating to this Agreement or the Transactions contemplated hereby, including any dispute arising out of process on or relating in any way to the Debt Financing Commitment 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 the appellate courts thereof), and that the provisions of Section 8.7(c) relating to the waiver of jury trial shall apply to any such party as provided action; provided, however, that the foregoing shall not limit in any way the parties’ agreements in Section 12.09 shall be deemed effective service of process on such party8.12. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEach of the parties hereto hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to a Cause of Action.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arising out of or relating to this Agreement is or the negotiation, execution and delivery or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws Laws of the State of New York applicable to Contracts made in that stateDelaware, without reference regard to its applicable principles of conflicts of laws principlesthat might require the application of the laws of another jurisdiction except that the laws of the Cayman Islands, inclusive of the Companies Act, shall apply to the Redomestication Merger and to the Acquisition Merger. (b) Except as otherwise expressly provided Each of the parties hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction and venue within the State of Delaware (“Delaware Courts”), and any appellate court from any decision thereof, in this Agreementany Action that may be based upon, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby negotiation, execution and delivery or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the United States District Court for the Eastern District of MissouriDelaware Courts, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefromii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Lawit may legally and effectively do so, any objection which it may now or hereafter have to the laying of the venue of any Action that may be based upon, arising out of or relating to this Agreement or the negotiation, execution and delivery or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (iii) waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Action in any such court or and (iv) agrees that any such suit, action or proceeding which is brought a final judgment in any such court has been brought Action shall be conclusive and may be enforced in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in other jurisdictions by suit on the State of Missouri. Process judgment or in any such suit, action or proceeding may be served on any party anywhere in other manner provided by applicable Law. Each of the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party parties consents and agrees that service of process on such party as provided process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 12.09 shall be deemed effective service of process on such party.12.02 or in any other manner permitted by applicable Law. 73 (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES PARTY ACKNOWLEDGES AND AGREES THAT ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING CONTROVERSY THAT MAY BE BASED UPON, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY FOR ANY DISPUTE BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY THEREOF OR ANY TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NONE THE OTHER PARTIES NOR THEIR REPRESENTATIVES, AGENTS OR ATTORNEYS HAVE REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS Section 12.06(c). ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by and controlled as to validity, enforcement, interpretation, effectletter agreement, and all Actions (whether in contract, tort or statute) that may be based upon, arise out of or relate to this letter agreement, or the negotiation, execution or performance of this letter agreement, shall in all other respects by be governed by, and construed and enforced in accordance with, the internal laws Laws of the State of New York Delaware applicable to Contracts agreements made in that state, and to be performed entirely within such state without reference giving effect to its any conflicts of laws principles. (b) Except as otherwise expressly provided in this Agreementlaw principles of such state that might refer the governance, any suit, action construction or proceeding seeking interpretation of such agreements to enforce any provision of, or based on any matter the Laws of another jurisdiction. All Actions arising out of or in connection with, relating to the interpretation and enforcement of the provisions of this Agreement or the transactions contemplated hereby letter agreement shall be heard and determined in the United States District Delaware Court for of Chancery, or, if the Eastern District Delaware Court of MissouriChancery declines to accept jurisdiction over a particular matter, located any federal court within the State of Delaware, or, if both the Delaware Court of Chancery and the federal courts within the State of Delaware decline to accept jurisdiction over a particular matter, any other state court within the State of Delaware, and, in each case, any appellate court therefrom. The parties hereto hereby irrevocably submit to the City exclusive jurisdiction and venue of St. Louis, such courts in any such Actions and irrevocably waive the defense of an inconvenient forum or as lack of jurisdiction to those lawsuits the maintenance of any such Action. The consents to which the Federal Courts jurisdiction and venue set forth in this paragraph 10 shall not constitute general consents to service of the United States lack subject matter jurisdiction, before a court located process in the State of Missouri Delaware and shall have no effect for any purpose except as provided in the City of St. Louis, this paragraph 10 and each of shall not be deemed to confer rights on any Person other than the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumhereto. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. Process in any such suit, action or proceeding may be served on any Each party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party hereto agrees that service of process on upon such party as provided in Section 12.09 any Action arising out of or relating to this letter agreement shall be deemed effective service if notice is given by overnight courier at the addresses set forth at the beginning of process this letter agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on such the judgment or in any other manner provided by applicable Law; provided, however, that nothing contained in the foregoing shall restrict any party. (c) EACH OF ’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws Laws of the State of New York applicable to Contracts made in that stateYork, without reference giving effect to any conflict or choice of law provision that would result in the application of the Laws of any other jurisdiction, except to the extent that the Laws of such state are superseded by the Bankruptcy Code. Each Party hereto hereby irrevocably and unconditionally submits, for itself and its conflicts property, to the exclusive jurisdiction of laws principles. the Bankruptcy Court in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each Party hereto hereby irrevocably and unconditionally agrees that all claims or causes of action (bwhether in contract, tort or otherwise) Except as otherwise expressly in respect of any such action or proceeding may be heard and determined in any such court. Each Party hereto agrees that a final, non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or in equity. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 9.7 of the JV Agreement; provided, however, that nothing in this AgreementSection 7 shall affect the right of any Party to serve legal process in any other manner permitted by law or in equity. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue in, and any defense of inconvenient forum to the maintenance of, any suit, action or proceeding seeking to so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. The Parties intend that all foreign jurisdictions will enforce any provision of, decree of the Bankruptcy Court in any litigation or based on any matter claim arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumhereby. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 12.09 shall be deemed effective service of process on such party. (c) EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION OR CLAIM ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is will be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with, the internal laws of the State of New York applicable to Contracts made in that stateIllinois, without reference giving effect to its the conflicts of laws principleslaw principles thereof. This Agreement will not be subject to any of the provisions of the United Nations Convention on Contracts for the International Sale of Goods. (b) Except as otherwise expressly provided Each of the Parties irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Illinois state court or Federal court of the United States of America, in this Agreementeither case sitting in Xxxx County, Illinois, and any suitappellate court to any thereof, in any action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be in the United States District Court or for the Eastern District recognition or enforcement of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louisany judgment relating thereto, and each of the parties hereby consents Parties irrevocably and unconditionally (i) agrees not to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in commence any such suit, action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and irrevocably determined in such Illinois state court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent permitted by Lawit may legally and effectively do so, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court Illinois state or that any Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumIllinois state or Federal court. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. Process A final judgment in any such suit, action or proceeding will be conclusive and may be served enforced in other jurisdictions by suit on the judgment or in any party anywhere in the world, whether within or without the jurisdiction of any such courtother manner provided by law. Without limiting the foregoing, each party agrees that Each Party irrevocably consents to service of process on such party as in the manner provided for notices in Section 12.09 shall be deemed effective service 8.6. Nothing in this Agreement will affect the right of any Party to serve process on such partyin any other manner permitted by law. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATED TO IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.18(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with, the internal laws Laws of the State of New York Delaware regardless of the Laws that might otherwise govern under applicable to Contracts made in that state, without reference to its principles of conflicts of laws principlesthereof. (b) Except as otherwise expressly provided Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery, or, if no such state court has proper jurisdiction, the federal court of the United States of America, sitting in this AgreementDelaware, and any suitappellate court from any thereof, in any action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement or the agreements delivered in connection with, this Agreement herewith or the transactions contemplated hereby shall be in the United States District Court or thereby or for the Eastern District recognition or enforcement of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louisany Judgment relating thereto, and each of the parties hereby consents irrevocably and unconditionally (i) agrees not to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in commence any such suit, action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and irrevocably determined in such Delaware Court of Chancery or, if no such state court has proper jurisdiction, in such federal court, (iii) waives, to the fullest extent permitted by Lawit may legally and effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court Delaware Court of Chancery or that any federal court, and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumDelaware Court of Chancery or federal court. The Each of the parties acknowledge and agree hereto agrees that this Agreement was executed and delivered in the State of Missouri. Process a final Judgment in any such suit, action or proceeding shall be conclusive and may be served enforced in other jurisdictions by suit on the Judgment or in any other manner provided by Law. Each party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that to this Agreement irrevocably consents to service of process on such party as in the manner provided for notices in Section 12.09 shall be deemed effective service 9.5. Nothing in this Agreement will affect the right of any party to this Agreement to serve process on such partyin any other manner permitted by Law. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEach of the parties to this Agreement irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the Transactions.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This 8.14.1 THIS SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 8.14.2 Each party to this Security Agreement is governed by hereby irrevocably and controlled as unconditionally submits, for itself and its property, to validity, enforcement, interpretation, effect, and in all other respects by the internal laws nonexclusive jurisdiction of the Supreme Court of the State of New York applicable to Contracts made sitting in that state, without reference to its conflicts New York County and of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be in the United States District Court for of the Eastern Southern District of MissouriNew York, located and any appellate court from any thereof, in the City any action or proceeding arising out of St. Louisor relating to this Security Agreement, or as to those lawsuits to which the Federal Courts for recognition or enforcement of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louisany judgment, and each of the parties hereto hereby consents 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 jurisdiction of extent permitted by law, in such courts (and Federal court. Each of the appropriate appellate courts therefrom) parties hereto agrees that a final judgment in any such suit, action or proceeding shall be binding (subject to appeal as provided by applicable law) and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement shall affect any right that the Collateral Trustee may otherwise have to bring any action or proceeding relating to this Security Agreement against any Grantor or its properties in the courts of any jurisdiction. 8.14.3 Each party to this Security Agreement hereby irrevocably and unconditionally waives, to the fullest extent permitted by Lawit may legally and effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Security Agreement or any other Secured Instrument in any court referred to in Section 8.14.2. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 . 8.14.4 Each Grantor irrevocably consents to service of process on such party in the manner provided for notices in Article IX of this Security Agreement, and each of the Grantors hereby appoints the Company as provided in Section 12.09 shall be deemed effective its agent for service of process. Nothing in this Security Agreement or any other Secured Instrument will affect the right of any party to this Security Agreement to serve process on such partyin any other manner permitted by law. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be construed in accordance with and governed by and controlled as to validity, enforcement, interpretation, effect, and in all other respects by the internal laws of the State The Commonwealth of New York applicable to Contracts made in that state, without reference to its conflicts of laws principlesMassachusetts. (b) Except as otherwise expressly provided in this AgreementEach party hereto hereby irrevocably and unconditionally submits, any suitfor itself and its property, action or proceeding seeking to enforce any provision of, or based on any matter arising out the nonexclusive jurisdiction of or in connection with, this Agreement or the transactions contemplated hereby shall be in courts of The Commonwealth of Massachusetts and of the United States District Court for the Eastern District of MissouriMassachusetts, located and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the City of St. Louisother Loan Documents, or as to those lawsuits to which the Federal Courts for recognition or enforcement of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louisany judgment, and each of the parties hereto hereby consents irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Massachusetts court (or, to the jurisdiction of extent permitted by law, in such courts (and Federal court). Each of the appropriate appellate courts therefrom) parties hereto agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrowers or any of their properties in the courts of any jurisdiction. (c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Lawit may legally and effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any court referred to in paragraph (b) of this Section 22. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that court. (d) Each party to this Agreement was executed and delivered in the State of Missouri. 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 irrevocably consents to service of process on such in the manner provided for notices in the Credit Agreement. Nothing in this Agreement will affect the right of any party as provided to this Agreement to serve process in Section 12.09 shall be deemed effective service of process on such partyany other manner permitted by law. (ce) EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYOTHER LOAN DOCUMENTS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, LENDER OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 22.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with, the internal laws of the State of New York York, applicable to Contracts made contracts executed in and to be performed entirely within that stateState, without reference regard to its conflicts of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter All actions and proceedings arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the United States District Court for the Eastern District of Missouriany state or federal court sitting in New York, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. LouisNew York, and each of the parties hereby consents irrevocably submit to the exclusive jurisdiction of such courts court (and and, in the case of the appeals, appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, waive the defense of an inconvenient forum to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue maintenance of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumproceeding. The parties acknowledge and agree that consent to jurisdiction set forth in this Agreement was executed and delivered paragraph shall not constitute general consents to service of process in the State of MissouriNew York and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties or as specifically provided herein. Process The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be served enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each party anywhere irrevocably consents to the service of any and all process in any such action, suit or proceeding by the delivery of such process to such party at the address and 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 manner provided in Section 12.09 shall be deemed effective service of process on such party4.5. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.AGREEMENT

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by shall be construed and controlled as to validity, enforcement, interpretation, effectenforced in accordance with, and in all other respects by the internal laws rights of the Parties shall be governed by, the law of the State of New York applicable to Contracts made in that stateTexas, without reference giving effect to its conflicts the conflict of laws principlesprinciples thereof. (b) Except as otherwise expressly provided in this AgreementEach of the Parties irrevocably agrees that any legal action, any suit, action suit or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement brought by any Party or its successors or assigns shall be brought and determined in connection withany federal or state court in the County of Xxxxxx in the City of Houston (“Texas Courts”) and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be Restructuring Transactions. Each of the Parties agrees not to commence any proceeding relating hereto or thereto except in the United States District Court for Texas Courts other than proceedings in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any Texas Courts. Each of the Eastern District Parties further agrees that notice as provided herein shall constitute sufficient service of Missouriprocess and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, located in the City and agrees not to assert, by way of St. Louis, motion or as a defense, counterclaim or otherwise, in any proceeding arising out of or relating to those lawsuits to which this Agreement or the Federal Courts of the United States lack Restructuring Transactions, (i) any claim that it is not personally subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of the Texas Courts for any reason, (ii) 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 of (iii) that (A) the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum, (B) the venue of such proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 Notwithstanding the foregoing, each party agrees that service during the pendency of process on such party as provided in the Chapter 11 Cases, all proceedings contemplated by this Section 12.09 11(b) shall be deemed effective service of process on such partybrought in the Court. (c) EACH OF PARTY HEREBY WAIVES, TO THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is and all claims or causes of action (whether in contract or tort) than may be based upon, arise out of or relate to this Agreement shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws law of the State of New York applicable Delaware (except with respect to Contracts made in those provisions set forth herein that stateare required to be governed by the OBCA), without reference regard to its the conflicts of laws principleslaw rules of such state. (b) Except as otherwise expressly provided in this Agreement, The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection withwith or relating to, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Eastern District of Missouri, located in the City Chancery of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri Delaware in the City of St. Louisand for New Castle County, Delaware, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 12.09 8.9 shall be deemed effective service of process on such party. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by and controlled as to validityTHIS AGREEMENT SHALL BE GOVERNED BY, enforcementAND CONSTRUED IN ACCORDANCE WITH, interpretation, effect, and in all other respects by the internal laws of the State of New York applicable to Contracts made in that state, without reference to its conflicts of laws principlesTHE LAWS OF THE STATE OF NEW YORK. (b) Except as otherwise expressly provided Each of the parties hereto hereby irrevocably submits to the jurisdiction of any New York State or Federal court sitting in this Agreement, New York County and any suit, appellate court from any thereof in any action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. LouisAgreement, and each of the parties hereto hereby consents to the jurisdiction irrevocably agrees that all claims in respect of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding may be heard and determined in such New York State or in such Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Lawthat it may effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement and the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties hereto also irrevocably consents to the service of any and all process in any such court or that any such suit, action or proceeding which is brought by the mailing of copies of such process to it at its address specified in Section 4 above. Each of the parties hereto agrees that a final judgment in any such court has been brought action or proceeding shall be conclusive and may be enforced in an inconvenient forumother jurisdictions by suit on the judgment or in any other manner provided by law. The parties acknowledge and agree that Nothing in this Agreement was executed and delivered Section 7(b) shall (i) affect the right of the Security Trustee to serve legal process in any other manner permitted by law or the right of the Security Trustee to bring any action or proceeding against SFL or HLL or their respective properties in the State courts of Missouri. Process in any other jurisdictions where such suit, action or proceeding may be served on heard or (ii) exclude or limit any party anywhere in right the world, Security Trustee may have (whether within or without under the jurisdiction law of any such court. Without limiting country, an international convention or otherwise) with regard to the foregoingbringing of proceedings, each party agrees that the service of process on such party as provided process, the recognition or enforcement of a judgment or any similar or related matter in Section 12.09 shall be deemed effective service of process on such partyany jurisdiction. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (ai) This Agreement is governed by and controlled as to All questions concerning the construction, validity, enforcement, interpretation, effect, enforcement and in all other respects interpretation of this Agreement shall be governed by the internal laws of the State of New York applicable to Contracts made in that stateDelaware, without reference giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws principlesof any jurisdictions other than the State of Delaware. (bii) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter All actions and proceedings arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be heard and determined exclusively in any Delaware Chancery Court. The parties hereto hereby (a) submit to the United States District exclusive jurisdiction of the Delaware Chancery Court for the Eastern District purpose of Missouriany Action arising out of or relating to this Agreement brought by any party hereto, located in the City and (b) irrevocably waive, and agree not to assert by way of St. Louismotion, defense, or as to those lawsuits to which the Federal Courts of the United States lack otherwise, in any such action, any claim that it is not subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents personally to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suitabove-named courts, action that its property is exempt or proceeding and irrevocably waivesimmune from attachment or execution, to that the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which Action is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree , that the venue of the Action is improper, or that this Agreement was executed and delivered may not be enforced in or by any of the State above-named courts. Each of Missouri. Process in the parties agrees to waive any bond, surety or other security that might be required of any other party with respect to any such suitaction, action suit or proceeding may be served on proceeding, including any party anywhere in appeal thereof. (iii) Each of the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party parties agrees that service of process on such party as provided any process, summons, notice or document in accordance with Section 12.09 8(f) shall be deemed effective service of process on such for any action, suit or proceeding brought against it by the other party, provided that nothing contained herein shall affect the right of any party to serve legal process in any other manner permitted by applicable law. (civ) EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY DISPUTE WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION, DIRECTLY OR INDIRECTLY, ARISING OUT OF OF, OR RELATED TO RELATING TO, THIS AGREEMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(k).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by and controlled as to validity, enforcement, interpretation, effectNote, and each of the other Note Documents, shall be construed in all other respects by accordance with, and governed by, the internal laws of the State of New York applicable to Contracts made in that stateYork, without reference giving effect to its any conflicts of laws principlesprinciples that might otherwise refer construction or interpretation of this Note to the substantive law of another jurisdiction. (b) Except as otherwise expressly provided in this Notwithstanding Section 13.12 (Dispute Resolution) of the Settlement and Termination Agreement, any suitall actions, action claims, suits or proceeding seeking to enforce any provision of, or based on any matter proceedings (“Actions”) arising out of or in connection with, relating to this Agreement Note or the transactions contemplated hereby any other Note Document shall be heard and determined exclusively in the United States District Court for the Eastern Southern District of MissouriNew York, located in the City of St. Louisor, or as to those lawsuits to which the Federal Courts of the United States lack if such court does not have subject matter jurisdiction, before a court the state courts of New York located in the State of Missouri in the City of St. LouisNew York County, and each any appellate court from any thereof; provided, that any Action with respect to Amylin’s compliance with the provisions set forth in Section 2.2 hereof shall be heard and determined in accordance with the provision set forth in Section 13.12 of the parties hereby consents Settlement and Termination Agreement. Consistent with (and subject to the proviso set forth in) the preceding sentence, the Parties hereby (i) submit to the exclusive jurisdiction of any such courts (and for the purpose of the appropriate appellate courts therefrom) in any Action arising out of or relating to this Note or any such suit, action or proceeding Note Document brought by either Party and (ii) irrevocably waiveswaive, to the fullest extent permitted by Lawapplicable law, and agree not to assert as a defense, counterclaim or otherwise, in any such Action, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding Action brought in such a court and any such court or claim that any such suit, action or proceeding which is brought in any such a court has been brought in an inconvenient forum. The parties acknowledge and agree Each Party agrees that notice or the service of process in any Action arising out of or relating to this Agreement was executed and Note or any such Note Document shall be properly served or delivered if delivered in the State manner provided for notices by Section 10.4 of Missouri. 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 12.09 shall be deemed effective service of process on such partythis Note. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING LITIGATION BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATED TO IN CONNECTION WITH THIS AGREEMENT NOTE OR ANY OTHER NOTE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. EACH OF THE PARTIES HEREBY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY OR PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY OR PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS NOTE AND THE TRANSACTIONS CONTEMPLATED BY THIS NOTE, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.2.

Governing Law; Jurisdiction; Waiver of Jury Trial. (ai) This Agreement is governed by and controlled as to validityAll disputes, enforcement, interpretation, effect, and in all other respects by the internal laws of the State of New York applicable to Contracts made in that state, without reference to its conflicts of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action claims or proceeding seeking to enforce any provision of, or based on any matter controversies arising out of or in connection withrelating to this Amendment, or the negotiation, validity or performance of this Agreement Amendment, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its rules of conflict of laws. Each of Target, Parent and Merger Sub hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware and of the United States District Court for the Eastern District of MissouriDelaware and any court of appeal therefrom (the “Chosen Courts”) for any litigation arising out of or relating to this Amendment, located or the negotiation, validity or performance of this Amendment, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the City of St. Louis, Chosen Courts and agrees not to plead or as to those lawsuits to which the Federal Courts claim in any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the United States lack parties hereto agrees, (ii) to the extent such party is not otherwise subject matter jurisdiction, before a court located to service of process in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waivesDelaware, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in appoint and maintain an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered agent in the State of Missouri. Process in any Delaware as such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction party’s agent for acceptance of any such court. Without limiting the foregoing, each party agrees legal process and (iii) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ii) or (iii) above shall have the same legal force and effect as provided in Section 12.09 shall be deemed effective if served upon such party personally within the State of Delaware. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process on in the State of Delaware, each of Parent and Merger Sub does hereby appoint The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxx xx Xxxxxxxx 00000, as such partyagent. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Amendment were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Amendment and to enforce specifically the terms and provisions hereof in the Chosen Courts, this being in addition to any other remedy to which they are entitled at law or in equity. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by and controlled as all matters arising out of or relating to validity, enforcement, this Agreement (including this Agreement’s interpretation, effectconstruction, performance and in all other respects by enforcement) shall be construed and interpreted according to the internal laws Laws of the State of New York applicable Delaware, excluding any choice of law rules that may direct the application of the Laws of another jurisdiction. This Agreement shall be construed and interpreted in accordance with the English language only, which language shall be controlling in all respects. No translation, if any, of this Agreement shall have any force or effect in the interpretation hereof or in the determination of the intent of the Parties hereunder. Each Party stipulates that any dispute shall be commenced and prosecuted in its entirety in, and consents to Contracts made in that state, without reference to its conflicts of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision the exclusive jurisdiction and proper venue of, or based on any matter arising out the Court of or in connection with, this Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern District Chancery of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in the City of St. LouisWilmington, Delaware, and each of the parties hereby Party and Parent consents to the personal and subject matter jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court and waives and relinquishes all right to attack the suitability or that convenience of any such suitvenue or forum by reason of their present or future domiciles, action or proceeding which is brought in by any such court has been brought in an inconvenient forumother reason. The parties Parties acknowledge that all Orders issued by the forum court will be binding and agree enforceable in all jurisdictions and countries. Without limiting any other means of service, each Party agrees that this Agreement was executed and delivered in the State service of Missouri. Process in any such suitprocess, action summons, notice or proceeding document with respect to any Proceeding may be served on any party anywhere it in accordance with 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 notice provisions set forth in Section 12.09 shall be deemed effective service of process on such party. (c) 5.1. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. The Holder hereby irrevocably and controlled as unconditionally submits, for itself and its property, to validity, enforcement, interpretation, effectthe exclusive jurisdiction of Delaware state and federal courts, and of any appellate court from any thereof, in all other respects by the internal laws of the State of New York applicable to Contracts made in that state, without reference to its conflicts of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern District of Missouri, located in the City of St. Louisor thereby, or as to those lawsuits to which the Federal Courts recognition or enforcement of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louisany judgment, and each the Holder hereby irrevocably and unconditionally agrees that all claims in respect of the parties hereby consents any such action or proceeding may be heard and determined in such Delaware state or federal court or, to the jurisdiction of extent permitted by applicable law, such courts (and of the appropriate appellate courts therefrom) court. The Holder agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Holder irrevocably waives, to the fullest extent permitted by Law, and unconditionally waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding described in this Section 6.06 and brought in any court referred to in this Section 6.06. The Holder irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 12.09 shall be deemed effective service of process on such party. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is and any dispute or controversy arising out of or relating to this Agreement shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws of the State of New York applicable to Contracts made in that stateYork, without reference regard to its conflicts conflict of laws principles. law principles that would result in the application of any law other than the law of the State of New York. All legal proceedings, claims, suits, actions, demands, disputes or controversies (bany of the foregoing, a “Proceeding”) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement shall be heard and determined exclusively in connection withany state or federal court located in New York, New York. Each party hereto hereby (a) submits to the exclusive jurisdiction of any state or federal court located in New York, New York, for the purpose of any Proceeding arising out of or relating to this Agreement brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts. Each party agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the United States District Court for the Eastern District of Missouri, located judgment or in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby any other manner provided by applicable law. Each party irrevocably consents to the jurisdiction of such courts (and service of the appropriate appellate courts therefrom) summons and complaint and any other process in any such suit, other action or proceeding and irrevocably waives, relating to the fullest extent transactions contemplated by this Agreement, on behalf of itself or himself, or its or his property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 6.6. Nothing in this Section 6.3 shall affect the right of any party to serve legal process in any other manner permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumapplicable law. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 12.09 shall be deemed effective service of process on such party. (c) EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATED TO IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (I) CERTIFIES THAT NO AFFILIATE, AGENT OR REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.3.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is Agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be construed in accordance with and governed by and controlled as to validity, enforcement, interpretation, effect, and in all other respects by the internal laws of the State of New York applicable York. Each Pledgor, to Contracts made the extent that it may lawfully do so, hereby consents to service of process, and to be sued, in that state, without reference to its conflicts of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action state or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a federal court located in the State of Missouri in the City of St. LouisNew York, and each of the parties hereby consents as well as to the jurisdiction of all courts to which an appeal may be taken from such courts (and courts, for the purpose of the appropriate appellate courts therefrom) in any such suit, action or other proceeding and irrevocably waives, arising out of any of its obligations hereunder or with respect to the fullest extent permitted by Lawtransactions contemplated hereby, and expressly waives any objection which and all objections it may now or hereafter have as to the laying of the venue of in any such suit, courts. Each Pledgor further agrees that a summons and complaint commencing an action or proceeding in any of such court courts shall be properly served and shall confer personal jurisdiction if served personally or that by certified mail to it in accordance with Section 20 hereof or as otherwise provided under the laws of the State of New York. Nothing in this Agreement shall affect any such suit, right the Agent or any Secured Party may otherwise have to bring an action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that relating to this Agreement was executed and delivered against any Pledgor or its properties in the State of Missouri. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction courts of any such courtjurisdiction. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 12.09 shall be deemed effective service of process on such party. (c) EACH OF THE PARTIES HERETO HEREBY PLEDGOR IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING ARISING OUT INSTITUTED BY OR AGAINST SUCH PLEDGOR IN RESPECT OF OR RELATED TO THIS AGREEMENT ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by shall be construed and controlled as to validity, enforcement, interpretation, effectenforced in accordance with, and in all other respects by the internal laws rights of the parties shall be governed by, the law of the State of New York applicable without giving effect to Contracts made in that state, without reference to its conflicts the conflict of laws principlesprinciples thereof. (b) Except as otherwise expressly provided in this AgreementEach of the Parties irrevocably agrees that any legal action, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement brought by any Party shall be brought and determined in connection withany federal or state court in the Borough of Manhattan in the City of New York (“NY Courts”) and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be Restructuring. Each of the Parties agrees not to commence any proceeding arising out of or relating to this Agreement or the Restructuring except in the United States District Court for the Eastern District NY Courts, other than proceedings in any court of Missouricompetent jurisdiction to enforce any judgment, located in the City of St. Louisdecree, or as to those lawsuits to which the Federal Courts award rendered by any NY Courts. Each of the United States lack subject matter jurisdiction, before a court located Parties further agrees that notice as provided in Section 19 shall constitute sufficient service of process and the State Parties further waive any argument that such service is insufficient. Each of Missouri in the City of St. LouisParties hereby irrevocably and unconditionally waives, and each agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any proceeding arising out of or relating to this Agreement or the parties hereby consents Restructuring, (i) any claim that it is not personally subject to the jurisdiction of the NY Courts for any reason, (ii) 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 of (iii) that (A) the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum, (B) the venue of such proceeding is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 Notwithstanding the foregoing, each party agrees that service during the pendency of process on such party as provided in the Chapter 11 Cases, all proceedings contemplated by this Section 12.09 11(b) shall be deemed effective service of process on such partybrought in the Bankruptcy Court. (c) EACH OF PARTY HEREBY WAIVES, TO THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement is or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws Laws of the State of New York Georgia, regardless of the Laws that might otherwise govern under applicable to Contracts made in that state, without reference to its principles of conflicts of laws principleslaws. (b) Except as otherwise expressly provided Each of the Parties hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction and venue of the federal or state court located in this AgreementAtlanta, Georgia (“Georgia Courts”), and any suitappellate court from any decision thereof, action or proceeding seeking to enforce in any provision of, or based on any matter Action arising out of or in connection withrelating to this Agreement, including the negotiation, execution or performance of this Agreement or the transactions contemplated hereby and agrees that all claims in respect of any such Action shall be heard and determined in the United States District Court for the Eastern District of MissouriGeorgia Courts, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefromii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Lawit may legally and effectively do so, any objection which it may now or hereafter have to the laying of the venue of any Action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in the Georgia Courts, including any objection based on its place of incorporation, (iii) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Action in any such court or and (iv) agrees that any such suit, action or proceeding which is brought a final judgment in any such court has been brought Action shall be conclusive and may be enforced in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in other jurisdictions by suit on the State of Missouri. Process judgment or in any such suit, action or proceeding may be served on any party anywhere in other manner provided by Law. Each of the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party Parties consents and agrees that service of process on such party as provided process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 12.09 shall be deemed effective service of process on such party9.01 or in any other manner permitted by applicable Law. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ACTION ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THE TRANSACTIONS ACTIONS OF THE PARTIES IN THE NEGOTIATION, EXECUTION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYHEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is Agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be construed in accordance with and governed by and controlled as to validity, enforcement, interpretation, effect, and in all other respects exclusively by the internal laws of the State of New York applicable (without regard to Contracts made in that state, without reference rules or principles relating to its conflicts of laws principles. (b) Except as otherwise expressly provided laws). The Pledgor, to the extent that it may lawfully do so, hereby consents to service of process, and to be sued, in this Agreement, any suit, action or proceeding seeking the State of Connecticut and consents to enforce any provision of, or based on any matter arising out the jurisdiction of or in connection with, this Agreement or the transactions contemplated hereby shall be in courts of the State of Connecticut and the United States District Court for the Eastern District of MissouriConnecticut, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents well as to the jurisdiction of all courts to which an appeal may be taken from such courts (and courts, for the purpose of the appropriate appellate courts therefrom) in any such suit, action or other proceeding and irrevocably waives, arising out of any of its obligations hereunder or with respect to the fullest extent permitted by Lawtransactions contemplated hereby, and expressly waives any objection which and all objections it may now or hereafter have as to the laying of the venue of in any such suit, courts. The Pledgor further agrees that a summons and complaint commencing an action or proceeding in any of such court courts shall be properly served and shall confer personal jurisdiction if served personally or that by certified mail to it in accordance with Section 20 hereof or as otherwise provided under the laws of the State of Connecticut. Nothing in this Agreement shall affect any such suit, right the Secured Party may otherwise have to bring an action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that relating to this Agreement was executed and delivered against the Pledgor or its properties in the State of Missouri. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction courts of any such courtjurisdiction. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 12.09 shall be deemed effective service of process on such party. (c) THE SECURED PARTY AND EACH OF THE PARTIES HERETO HEREBY PLEDGOR IRREVOCABLY WAIVES ANY AND WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING ARISING OUT INSTITUTED BY OR AGAINST SUCH PLEDGOR IN RESPECT OF OR RELATED TO THIS AGREEMENT ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed and interpreted in all other respects by accordance with, the internal laws of the State of New York Delaware, regardless of the laws that might otherwise govern under applicable to Contracts made in that state, without reference to its principles of conflicts of laws principlesthereof. (b) Except as otherwise expressly provided in this Agreement, In any suit, action or proceeding seeking to enforce between any provision of, or based on any matter of the parties arising out of or in connection withrelating to this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, this Agreement or the transactions contemplated hereby shall be if under applicable Legal Requirements, exclusive jurisdiction over such matter is vested in the United States District Court for the Eastern District of Missourifederal courts, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a any federal court located in the State of Missouri in the City of St. Louis, Delaware and any appellate court from any thereof; and (b) each of the parties hereby consents irrevocably waives the right to the jurisdiction of such courts (and trial by jury. Each of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waivesparties hereto further agrees that, to the fullest extent permitted by Lawapplicable law, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth in Section 6.5 will be effective service of process for any claim, action, suit or other proceeding in the Court of Chancery of the State of Delaware or, to the extent required by law, any objection federal court in the State of Delaware, with respect to any matters to which it may now or hereafter have has submitted to jurisdiction as set forth in this Section 6.1(b). To the laying of fullest extent permitted by law, the venue of parties hereto hereby agree that a final judgment in any such claim, suit, action or other proceeding will be conclusive, subject to any appeal, and may be enforced in other jurisdictions by suit on the judgment or in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumother manner provided by applicable law. The parties acknowledge All rights and agree that remedies existing under this Agreement was executed are cumulative to, and delivered in the State of Missouri. Process in not exclusive of, any such suit, action rights 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 12.09 shall be deemed effective service of process on such partyremedies otherwise available. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by by, construed and controlled as to validity, enforcement, interpretation, effect, and enforced in all other respects by accordance with the internal laws Laws of the State of New York applicable Delaware without regard to Contracts made in that state, without reference to its conflicts the conflict of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in connection withany state or federal court located in New York, New York (or in any court in which appeal from such courts may be taken) (the "Specified Courts"). Each party hereto (and Borqs to the extent of its third party beneficiary rights) hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party (and Borqs to the extent of its third party beneficiary rights) agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the United States District Court for the Eastern District of Missouri, located judgment or in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby any other manner provided by Law. Each party irrevocably consents to the jurisdiction service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such courts (and process to such party at the applicable address set forth in Section 12. Nothing in this Section 18 shall affect the right of the appropriate appellate courts therefrom) any party to serve legal process in any such suit, action or proceeding and irrevocably waives, to the fullest extent other manner permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 12.09 shall be deemed effective service of process on such party. EACH PARTY HERETO (cAND BORQS TO THE EXTENT OF ITS THIRD PARTY BENEFICIARY RIGHTS) EACH OF HEREBY WAIVES TO THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATED TO IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws of the State of New York applicable to Contracts made in that stateDelaware, without reference regard to its the laws that might be applicable under conflicts of laws principles. (b) Except as otherwise expressly provided Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware State court, or Federal court of the United States of America, sitting in this AgreementDelaware, and any suitappellate court from any thereof, in any action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement or the agreements delivered in connection with, this Agreement herewith or the transactions contemplated hereby shall be in the United States District Court or thereby or for the Eastern District recognition or enforcement of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louisany judgment relating thereto, and each of the parties hereby consents hereby (i) agrees not to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in commence any such suit, action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and irrevocably determined in such Delaware State court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent permitted by Lawit may legally and effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court Delaware State or that any Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumDelaware State or Federal court. The Each of the parties acknowledge and agree hereto agrees that this Agreement was executed and delivered in the State of Missouri. Process a final judgment in any such suit, action or proceeding shall be conclusive and may be served enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that to this Agreement irrevocably consents to service of process on such party as in the manner provided for notices in Section 12.09 shall be deemed effective service 8.2. Nothing in this Agreement will affect the right of any party to this Agreement to serve process on such partyin any other manner permitted by law. (c) EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (ii) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (iii) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.6(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws Laws of the State of New York applicable to Contracts made in that stateMissouri, without reference giving effect to its conflicts the choice of laws principles. law principles thereof to the extent that the application of the Laws of another jurisdiction would be required thereby. All actions, suits or proceedings arising out of or relating to this Agreement or any of the other Transaction Documents shall be heard and determined exclusively in any Missouri state or federal court. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in Missouri for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents, and (b) Except as otherwise expressly provided irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that this Agreement, any of the other Transaction Documents or any of the Contemplated Transactions may not be enforced in or by any of the above-named courts. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out by delivery of or a copy thereof in connection with, this Agreement or accordance with the transactions contemplated hereby shall be in the United States District Court for the Eastern District provisions of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumSection 8.2. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 12.09 shall be deemed effective service of process on such party. (c) EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREUNDER.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This All questions concerning the construction, validity, enforcement and interpretation of the Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effect, construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to Contracts made in that stateYork, without reference regard to its the principles of conflicts of laws principles. (b) Except as otherwise expressly provided in this Agreementlaw thereof. Each party agrees that all legal proceedings concerning the interpretations, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out enforcement and defense of or in connection with, this Agreement or the transactions contemplated hereby by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the United States District Court for the Eastern District of Missouri, located state and federal courts sitting in the City of St. Louis, or as New York. Each party hereby irrevocably submits to those lawsuits to which the Federal Courts exclusive jurisdiction of the United States lack subject matter jurisdiction, before a court located in the State of Missouri state and federal courts sitting in the City of St. LouisNew York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, and agrees not to the fullest extent permitted by Lawassert in any action or proceeding, any objection which claim that it may now or hereafter have is not personally subject to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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, or that such action or proceeding is improper or is an inconvenient venue for such proceeding. Without limiting the foregoing, each Each party agrees that hereby irrevocably waives personal service of process on and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party as provided at the address in Section 12.09 effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed effective service to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of process on the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8 of the Purchase Agreement, the prevailing party in such party. (c) EACH OF action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES HERETO EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY AND ALL RIGHT TO FOREVER TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYJURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with, the internal laws of the State of New York York, applicable to Contracts made contracts executed in and to be performed entirely within that stateState, without reference regard to its conflicts of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter All actions and proceedings arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the United States District Court for the Eastern District of Missouriany state or federal court sitting in New York, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. LouisNew York, and each of the parties hereby consents irrevocably submit to the exclusive jurisdiction of such courts court (and and, in the case of the appeals, appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, waive the defense of an inconvenient forum to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue maintenance of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forumproceeding. The parties acknowledge and agree that consent to jurisdiction set forth in this Agreement was executed and delivered paragraph shall not constitute general consents to service of process in the State of MissouriNew York and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties or as specifically provided herein. Process The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be served enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each party anywhere irrevocably consents to the service of any and all process in any such action, suit or proceeding by the delivery of such process to such party at the address and 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 manner provided in Section 12.09 shall be deemed effective service of process on such party4.5. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by shall be construed and controlled as to validity, enforcement, interpretation, effectenforced in accordance with, and in all other respects by the internal laws rights of the parties shall be governed by, the law of the State of New York applicable to Contracts made in that stateYork, without reference giving effect to its the conflicts of laws principleslaw principles thereof. (b) Except as otherwise expressly provided in this AgreementEach of the Parties irrevocably agrees that any legal action, any suit, action suit or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement brought by any party or the transactions contemplated hereby its successors or assigns shall be brought and determined in any federal or state court in the United States District Court for the Eastern District Borough of MissouriManhattan, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. LouisNew York, and each of the parties Parties hereby consents irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement or the Restructuring Transactions. Each of the Parties agrees not to commence any proceeding relating hereto or thereto except in the courts described above in New York, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any proceeding arising out of or relating to this Agreement or the Restructuring Transactions, (i) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (ii) 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 of (iii) that (A) the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum, (B) the venue of such proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 Notwithstanding the foregoing, each party agrees that service during the pendency of process on such party as provided in the Chapter 11 Cases, all proceedings contemplated by this Section 12.09 11(b) shall be deemed effective service of process on such partybrought in the Bankruptcy Court. (c) EACH OF PARTY HEREBY WAIVES, TO THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arising out of or relating to this Agreement is or the negotiation, execution and delivery or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws Laws of the State of New York applicable to Contracts made in that stateDelaware, without reference regard to its applicable principles of conflicts of laws principlesthat might require the application of the laws of another jurisdiction. (b) Except as otherwise expressly provided in this AgreementEach of the parties hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any suitfederal or state court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), action or proceeding seeking to enforce and any provision ofappellate court from any decision thereof, or in any Action that may be based on any matter upon, arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby negotiation, execution and delivery or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the United States District Court for the Eastern District of MissouriDelaware Courts, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefromii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Lawit may legally and effectively do so, any objection which it may now or hereafter have to the laying of the venue of any Action that may be based upon, arising out of or relating to this Agreement or the negotiation, execution and delivery or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (iii) waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Action in any such court or and (iv) agrees that any such suit, action or proceeding which is brought a final judgment in any such court has been brought Action shall be conclusive and may be enforced in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in other jurisdictions by suit on the State of Missouri. Process judgment or in any such suit, action or proceeding may be served on any party anywhere in other manner provided by applicable Law. Each of the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party parties consents and agrees that service of process on such party as provided process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 12.09 shall be deemed effective service of process on such party10.02 or in any other manner permitted by applicable Law. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES PARTY ACKNOWLEDGES AND AGREES THAT ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING CONTROVERSY THAT MAY BE BASED UPON, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY FOR ANY DISPUTE BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY THEREOF OR ANY TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NONE THE OTHER PARTIES NOR THEIR REPRESENTATIVES, AGENTS OR ATTORNEYS HAVE REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS SECTION 10.06(c). ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effectby, and construed in all other respects by accordance with, the internal laws Laws of the State of New York Delaware, applicable to Contracts made contracts executed in and to be performed entirely within that stateState, without reference provided, however, that (i) matters involving the internal corporate affairs of Parent, Merger Sub or the Company shall be governed by the Laws of the jurisdiction in which such corporation is organized and (ii) provisions related to its conflicts of laws principlesthe Merger that are required under Israeli Law to be governed by Israeli Law shall be so governed. (b) Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter All actions and proceedings arising out of or in connection with, relating to this Agreement or and the transactions contemplated hereby documents referred to herein shall be heard and determined in the United States District Chancery Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a State of Delaware or any federal court located sitting in the State of Missouri in the City of St. LouisDelaware, and each of the parties hereto hereby consents irrevocably submit to the exclusive jurisdiction of such courts (and and, in the case of the appeals, appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waiveswaive, and agree not to the fullest extent permitted by Lawassert, any objection which that it may now is not subject thereto or hereafter have to the laying of the venue of any that such suit, action or proceeding may not be brought or is not maintainable in any such court said courts or that any such suit, action the venue thereof may not be appropriate or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree or that this Agreement was executed and delivered or any such document may not be enforced in or by such courts. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of MissouriDelaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Process The parties hereto agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be served enforced in other jurisdictions by suit on the judgment or in any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as other manner provided in Section 12.09 shall be deemed effective service of process on such partyby applicable Law. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEach of the parties hereto hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to this Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by shall be construed and controlled as to validity, enforcement, interpretation, effectenforced in accordance with, and in all other respects by the internal rights of the Parties shall be governed by, the laws of the State of New York applicable to Contracts made in that stateYork, without reference giving effect to its conflicts the conflict of laws principlesprinciples thereof. The Parties irrevocably agree that any legal action, suit, or proceeding (each, a “Proceeding”) arising out of or relating to this Agreement brought by any Party or its successors or assigns shall be brought and determined in any federal or state court in the Borough of Manhattan, the City of New York (the “New York Courts”), and the Parties hereby irrevocably and generally submit to the exclusive jurisdiction of the New York Courts for themselves and with respect to their property, and unconditionally with respect to any Proceeding arising out of or relating to this Agreement and the Restructuring. The Parties agree not to commence any Proceeding relating hereto or thereto except in the New York Courts, other than Proceedings in any court of competent jurisdiction to enforce any judgment, decree, or award rendered by any New York Court. The Parties further agree that notice as provided in Section 21 shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. The Parties hereby irrevocably and unconditionally waive and agree not to assert that a Proceeding in any New York Court is brought in an inconvenient forum or the venue of such Proceeding is improper. Notwithstanding the foregoing, during the pendency of the Chapter 11 Case, all Proceedings contemplated by this Section 13(a) shall be brought in the Bankruptcy Court. (b) Except as otherwise expressly provided in this AgreementThe Parties hereby waive, to the fullest extent permitted by applicable law, any suit, action right they may have to a trial by jury in any Proceeding directly or proceeding seeking to enforce any provision of, or based on any matter indirectly arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be in the United States District Court for the Eastern District of Missouri(whether based on contract, located in the City of St. Louis, tort or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 12.09 shall be deemed effective service of process on such partyother theory). (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws of the State of New York York, applicable to Contracts agreements made in that stateand to be performed entirely within such State, without reference regard to its conflicts the conflict of laws principles. (b) Except as otherwise expressly provided in this Agreement, any suit, action principles thereof. Any disputes or proceeding seeking to enforce any provision of, or based on any matter claims arising out of or in connection withwith this Agreement and the transactions contemplated or documents required hereby shall be submitted to the exclusive jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the State of New York, County of New York, and appropriate appellate courts therefrom. Each of the Parties hereto acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such Party hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement. The Parties hereby shall be in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City of St. Louis, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waiveswaive, to the fullest extent permitted by applicable Law, any objection which it they may now or hereafter have to the laying of the venue of any such suit, action dispute arising out of or proceeding relating to this Agreement or any of the transactions contemplated hereby. Each of the Parties hereto agrees that a judgment in any such court dispute may be enforced in other jurisdictions by suit on the judgment or that in any such other manner provided by Law. This consent to jurisdiction is being given solely for purposes of this Agreement and the transactions contemplated hereunder, and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a Party to this Agreement may become involved. Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action action, or proceeding which is brought of the nature specified in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered Section 9.06 by the mailing of a copy thereof in the State manner specified by the provisions of Missouri. 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 12.09 shall be deemed effective service of process on such party9.03. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is To the maximum extent permitted by applicable Law, the provisions of this Assignment shall be governed by and controlled as to validity, enforcement, interpretation, effect, construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to Contracts made in that stateDelaware, without reference regard to its conflicts principles of laws principles. (b) Except conflict of laws, except with regard to issues relating to real property matters concerning the ORRI, which shall be governed by the Laws of the applicable state in which the interests constituting the ORRI are located, as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out applicable. Each of or in connection with, this Agreement or the Parties agrees that the transactions contemplated hereby shall be by the Contribution Agreement involve at least $100,000 and that the Contribution Agreement and this Assignment have been entered into in the United States District Court for the Eastern District of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts express reliance upon 6 Del. C. § 2708. Each of the United States lack Parties irrevocably and unconditionally confirms and agrees (a) that it is and shall continue to be subject matter jurisdiction, before a court located to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Missouri Delaware, and (b) (i) to the extent that such Party is not otherwise subject to service of process in the City State of St. LouisDelaware, to appoint and maintain an agent in the State of Delaware as such Party’s agent for acceptance of legal process and notify the other Parties of the name and address of such agent, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefromii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. 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 may also be made on such party Party by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service, and that, to the fullest extent permitted by applicable Law, service made pursuant to (b)(i) or (ii) above shall have the same legal force and effect as provided in Section 12.09 shall be deemed effective service if served upon such Party personally within the State of process on such party. (c) Delaware. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE, INCLUDING THE DELAWARE COURT OF CHANCERY IN AND FOR NEW CASTLE COUNTY (THE “DELAWARE COURTS”) FOR ANY ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS ASSIGNMENT (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS), (B) WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE DELAWARE COURTS AND ALL AGREES NOT TO PLEAD OR CLAIM IN ANY DELAWARE COURT THAT SUCH LITIGATION BROUGHT THEREIN HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM AND (C) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS ASSIGNMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS ASSIGNMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is shall be governed by and controlled as to validity, enforcement, interpretation, effect, and construed in all other respects by accordance with the internal laws of the State of New York applicable to Contracts made in that stateDelaware, without reference giving effect to its conflicts 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 principlesof any jurisdiction other than the State of Delaware. (b) Except as otherwise expressly provided in this Agreement, Each of the parties hereto irrevocably agrees that any suit, action or proceeding seeking to enforce any provision dispute arising out of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby purchase of the Subscription Shares hereunder, shall be submitted to and finally resolved by arbitration administered by the International Court of Arbitration of the International Chamber of Commerce under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”). The arbitral tribunal shall consist of three (3) arbitrators appointed as follows: each party shall nominate one arbitrator in accordance with the ICC Rules and the two party-nominated arbitrators shall nominate the President of the arbitral tribunal. In the event that the two party-nominated arbitrators are unable to jointly nominate the President of the arbitral tribunal, the President shall be appointed in accordance with ICC Rules. Each of the arbitrators shall be experienced in the United States District Court for the Eastern District laws of Missouri, located in the City of St. Louis, or as to those lawsuits to which the Federal Courts of the United States lack subject matter jurisdiction, before a court located in the State of Missouri in the City Delaware and with sophisticated commercial transactions. The place of St. Louis, and each arbitration shall be Singapore. The language of the arbitration shall be English. Any award rendered by the arbitrators shall be final and binding on the parties hereby consents and the parties undertake to carry out any such award without delay. Judgment on any award rendered by the jurisdiction of such courts (arbitrators may be entered and of the appropriate appellate courts therefrom) enforced in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that this Agreement was executed and delivered in the State of Missouri. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the having jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 12.09 shall be deemed effective service of process on such partythereof. (c) EACH OF THE PARTIES HERETO TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ACTION, PROCEEDING, ARBITRATION OR COUNTERCLAIM ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AGREEMENT, AT ANY TIME, OR THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 4.8. (d) Each party hereto irrevocably agrees that service of any process, summons, notice or document by U.S. registered mail to its address set forth in Section 4.6 shall be effective service of process for any suit, judicial or arbitral proceeding in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is governed by and controlled as to validity, enforcement, interpretation, effectthe rights and obligations of the Parties hereunder shall be construed and enforced in accordance with, and in all other respects by the internal rights of the Parties shall be governed by, the laws of the State of New York applicable to Contracts made in that stateYork, without reference giving effect to its conflicts any conflict of laws principlesprinciples that would require the application of the laws of any other jurisdiction. (b) Except as otherwise expressly provided in this AgreementEach of the Parties irrevocably agrees that any legal action, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement brought by any Party shall be brought and determined in connection withthe Bankruptcy Court and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid court for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be Restructuring. Each of the Parties agrees not to commence any proceeding relating to this Agreement or the Restructuring except in the United States District Court for the Eastern District Bankruptcy Court, other than proceedings in any court of Missouricompetent jurisdiction to enforce any judgment, located in the City of St. Louisdecree, or as to those lawsuits to which award rendered by the Federal Courts Bankruptcy Court. Each of the United States lack subject matter jurisdiction, before a court located Parties further agrees that notice as provided in Section 24 shall constitute sufficient service of process and the State Parties further waive any argument that such service is insufficient. Each of Missouri in the City of St. LouisParties hereby irrevocably and unconditionally waives, and each agrees not to assert, by way of motion or as a defense, counterclaim, or otherwise, in any proceeding arising out of or relating to this Agreement or the parties hereby consents Restructuring, (i) any claim that it is not personally subject to the jurisdiction of such courts the Bankruptcy Court for any reason, (and ii) that it or its property is exempt or immune from the jurisdiction of the appropriate appellate courts therefromBankruptcy Court or from any legal process commenced in the Bankruptcy Court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise), and (iii) in any such suit, action or proceeding and irrevocably waives, to that (A) the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which the Bankruptcy Court is brought in any such court has been brought in an inconvenient forum. The parties acknowledge and agree that , (B) the venue of such proceeding is improper, or (C) this Agreement was executed and delivered Agreement, or the subject matter hereof, may not be enforced in or by the State of Missouri. 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 12.09 shall be deemed effective service of process on such partyBankruptcy Court. (c) EACH OF PARTY HEREBY WAIVES, TO THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS RESTRUCTURING CONTEMPLATED HEREBYHEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.