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

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State, without giving effect to principles of choice of law or conflicts of law thereof (other than sections 5-1401 and 5-1402 of the New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, in the County of New York and, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.3 hereof. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York Delaware applicable to agreements made contracts executed in and to be performed in said that State. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of any Delaware state court located in the city of Wilmington if any dispute arises under this Agreement, without giving effect the Merger Agreement, the ancillary agreements or any transaction contemplated hereby or thereby, (ii) agrees that it will not attempt to principles of choice of law deny or conflicts of law thereof defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action, suit or proceeding relating to this Agreement, the Merger Agreement, the ancillary agreements or any transaction contemplated hereby or thereby in any court other than sections 5-1401 and 5-1402 of the New York General Obligations Law). any such court, (biv) The parties agree that all actions and proceedings waives any right to trial by jury with respect to any action; suit or proceeding related to or arising out of this Broker-Dealer Agreement Agreement, the Merger Agreement, the ancillary agreements or any of the transactions transaction contemplated hereby shall be brought in a New York State Court or United States District Courtthereby, in each case, in the County of New York and, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such County. (cv) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which it may now or hereafter have to the laying of venue of any suitaction, action suit or proceeding arising out of this Agreement, the Merger Agreement, the ancillary agreements or relating to this Broker-Dealer Agreement any transaction contemplated hereby or thereby in any such court, (vi) waives and agrees not to plead or claim that any such action, suit or proceeding brought in any such court referred to has been brought in Section 5.10(b) hereof. 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 and (vii) agrees that a final judgment in any such action action, suit or proceeding in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to service of process court shall be conclusive and may be enforced in any other jurisdiction by suit on the manner provided for notices in Section 5.3 hereof. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process judgment or in any other manner permitted provided by applicable law. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (ai) This Broker-Dealer Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Agreement, shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said StateDelaware, without giving effect to the principles of choice of law or conflicts of law thereof (other than sections 5-1401 and 5-1402 to the extent such principles would result in the laws of the New York General Obligations Law)another jurisdiction being applicable. (bii) The parties agree Each party irrevocably consents to the exclusive jurisdiction and venue of the Court of Chancery in the State of Delaware (or, to the extent that all actions and proceedings the such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), in each case in connection with any matter based upon or arising out of this Broker-Dealer Agreement or any and the consummation of the transactions contemplated hereby hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each party waives, and shall be brought not assert as a defense in a New York State Court or United States District Courtany legal dispute, in each case, in the County of New York and, in connection with any that: (A) such action or proceeding, submit party is not personally subject to the jurisdiction of, and of the above named courts for any reason; (B) such legal proceeding may not be brought or is not maintainable in such court; (C) such party’s property is exempt or immune from execution; (D) such legal proceeding is brought in an inconvenient forum; or (E) the venue in, of such County. (c) Legal Proceeding is improper. Each party hereby agrees not to this Brokercommence or prosecute any such action, claim, cause of action or suit other than before one of the above-Dealer Agreement hereby irrevocably and unconditionally waivesnamed courts, nor to make any motion or take any other action seeking or intending to cause the fullest extent it may legally and effectively do so, any objection which it may now transfer or hereafter have to the laying of venue removal of any suitsuch action, claim, cause of action or proceeding arising out of or relating suit to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereofother than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each of the parties hereto party hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.3 hereof. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process such proceeding in any other manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11. Notwithstanding the foregoing in this Section 11(a)(ii), any party may commence any action, claim, cause of action or suit in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (eiii) TO THE EXTENT NOT PROHIBITED BY ANY APPLICABLE LEGAL REQUIREMENT THAT CANNOT BE WAIVED, EACH PARTY TO THIS BROKERAND ANY PERSON ASSERTING RIGHTS AS A THIRD-DEALER AGREEMENT HEREBY EXPRESSLY PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL PROCEEDING DISPUTE RELATING TO THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NON-COMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE INDENTURE, THIS BROKER-DEALER AGREEMENT OR CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY HEREBY. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR THEREBY (WHETHER FOUNDED OTHER LEGAL PROCEEDING IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHWHICH A JURY TRIAL CANNOT BE WAIVED.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement shall THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULT. Each of the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be governed by and construed brought in accordance with the laws courts of the State of New York applicable to agreements made and to be performed in said State, without giving effect to principles of choice of law or conflicts of law thereof (other than sections 5-1401 and 5-1402 the courts of the New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District CourtStates, in each case, case located in the County Borough of Manhattan, New York andCity, in connection with any such action or proceeding, submit New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction ofof each such court in personam, generally and venue inunconditionally with respect to any action, such County. (c) suit or proceeding for itself in respect of its properties, assets and revenues. Each party to this Broker-Dealer Agreement hereby of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection which it may now or hereafter have to the laying of venue of any suitof the aforesaid actions, action suits or proceeding proceedings arising out of or relating to in connection with this Broker-Dealer Agreement Agreement, the Units or the Purchase Contracts brought in any court referred to in Section 5.10(b) hereof. Each the courts of the parties hereto State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York and hereby further irrevocably waives, and unconditionally waives and agrees not to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action plead or proceeding claim in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.3 hereof. Nothing in this Broker-Dealer Agreement will affect the right of court that any party to this Broker-Dealer Agreement to serve process such action, suit or proceeding brought in any other manner permitted by lawsuch court has been brought in an inconvenient forum. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement Note shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law thereof (other than sections 5-1401 and 5-1402 laws provisions thereof. The Company hereby irrevocably submits to the jurisdiction of any court of the State of New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, located in the County of New York andor the United States District Court for the Southern District of the State of New York, in connection with any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the purpose of any suit, action or proceedingother proceeding arising out of or relating to this Note or under any applicable securities laws and arising out of the foregoing, submit which is brought by or against the Company, and the Company hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court or U.K. Court. The Company hereby agrees not to commence any action, suit or proceeding relating to this Note other than in a New York Court except to the jurisdiction of, and venue in, such County. (c) Each party to this Broker-Dealer Agreement extent mandated by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding in any such court or that such suit, action or proceeding was brought in an inconvenient court and agree not to plead or claim the same. EACH PARTY TO THIS NOTE HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS NOTE OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (a) The submission to the jurisdiction referred to in the preceding paragraph shall not limit the right of the Holder to take proceedings against the Company in courts of any other competent jurisdiction nor shall the taking of proceedings against the Company in any one or more jurisdictions preclude the taking of proceedings against the Company in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. (b) The Company agrees that the process by which any suit, action or proceeding arising out is begun in connection with this Note may be served on it at its principal place of or relating business in the United Kingdom for the time being. If the Company ceases to this Broker-Dealer Agreement have a principal place of business in any court referred the United Kingdom, it shall immediately appoint a further person in the United Kingdom to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to accept service of process on its behalf in the manner provided for notices in Section 5.3 hereofsuch jurisdiction. Nothing in this Broker-Dealer Agreement will contained herein shall affect the right of any party to this Broker-Dealer Agreement the Company or the Holder to serve process in any other manner permitted by law. In addition, the Company acknowledges and agrees that (a) it has, by separate letter, irrevocably appointed CT Corporation System, as its authorized agent upon which process may be served in any suit or proceeding against the Company arising out of or relating to this Note or under any securities laws of the United States or any state thereof and arising out of the foregoing, (b) it has, prior to the date hereof, paid such agent an amount in cash sufficient to procure such agent’s services for three years from the date hereof and (c) service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided above, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of at least three years from the date of this Note. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State, without giving effect to principles of choice of law or conflicts of law thereof (other than sections IN ACCORDANCE WITH SECTIONS 5-1401 and AND 5-1402 of the New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District CourtOF THE NEW YORK GENERAL OBLIGATIONS LAW, in each caseALL QUESTIONS CONCERNING THE CONSTRUCTION, in the County of New York andVALIDITY, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereofENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED EXCLUSIVELY IN THE STATE OF NEW YORK. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.3 hereof. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THIS BROKER-DEALER AGREEMENT THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY EXPRESSLY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO BORROWER AT ITS ADDRESS FOR NOTICES AS SET FORTH IN THE CREDIT AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING ARISING OUT OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS WARRANT, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION THEREWITH, AND AGREES THAT ANY SUCH ACTION, PROCEEDINGS OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. COMPANY CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF OR RELATING TO THE INDENTUREHOLDER HAS REPRESENTED, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT EXPRESSLY OR OTHERWISE), THAT XXXXXX WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. EACH PARTY HERETO COMPANY HEREBY ACKNOWLEDGES THAT IT THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER ENTERING INTO THE UNDERLYING CREDIT AGREEMENT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO TRANSACTIONS FROM WHICH THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHWARRANT ARISES.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) 27.1 This BrokerAgreement and any non-Dealer Agreement contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said StateDelaware, without giving effect regard to any to principles of conflicts or choice of law or conflicts of law thereof (other than sections 5-1401 and 5-1402 law. 27.2 Each of the New York General Obligations Law). (b) The parties agree that all actions Parties irrevocably and proceedings arising out of this Broker-Dealer Agreement or any unconditionally submits, for itself and its property, to the exclusive jurisdiction of the transactions contemplated hereby shall be brought courts of the State of Delaware sitting in a New York State Court or Castle County and of the United States District CourtCourt of the District of Delaware, and any appellate court from any thereof, in each case, in the County of New York and, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in for recognition or enforcement of any court referred to in Section 5.10(b) hereof. Each judgment, and each of the parties hereto hereby irrevocably waivesand unconditionally agrees, to the fullest extent permitted by applicable law, the defense that all claims in respect of an inconvenient forum to the maintenance of any such action or proceeding may be heard and determined in such Delaware state court or in such federal court. Each of the parties hereto agrees that a final judgment in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to service of process action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the manner provided for notices in Section 5.3 hereof. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process judgment or in any other manner permitted provided by law. (e) 27.3 EACH PARTY OF THE PARTIES TO THIS BROKER-DEALER AGREEMENT HEREBY EXPRESSLY WAIVES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ACTION OR LITIGATION ARISING OUT OF OF, OR IN CONNECTION WITH , OR RELATING TO THE INDENTURETO, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY HEREBY, IN EACH CASE WHETHER NOW EXISTING OR THEREBY (HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT CONTRACT, TORT, EQUITY, OR OTHERWISE. SCHEDULE 1 SHAREHOLDERS SCHEDULE 2 FORM OF WARRANTS CERTIFICATE [See attached] THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION, AND THE REQUIREMENTS OF SECTIONS 5.3 AND 5.4 BELOW ARE SATISFIED. Number of Shares of Common Stock: [ ] Issue Date: [ ] Credit Facility: This Common Stock Warrant (this “Warrant”) is issued in connection with that certain Finance Contract, dated as of July 24, 2020, by and among Spire Global, Inc. (the “Company”), Spire Global Luxembourg S.à.x.x. (the “Borrower”), and The European Investment Bank (the “Bank”), and pursuant to that certain Warrant Agreement, dated as of August 20, 2020, by and among the Company, the Borrower, and the Bank (the “Warrant Agreement”). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO Capitalized terms used herein and not otherwise defined will have the meanings ascribed to such terms in the Warrant Agreement. THIS BROKER-DEALER AGREEMENT BYWARRANT CERTIFIES THAT, AMONG OTHER THINGSfor good and valuable consideration, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHEUROPEAN INVESTMENT BANK (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to acquire the number of fully paid and non-assessable shares of the above-stated common stock (the “Common Stock”) of the Company at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant and the Warrant Agreement.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement and any claim, controversy or dispute arising out of or related to this Agreement, any of the transactions contemplated hereby, the relationship of the Parties, and/or the interpretation and enforcement of the rights and duties of the Parties, whether arising in contract, tort, equity or otherwise, shall be governed by by, and construed in accordance with with, the laws of the State of New York Delaware (including in respect of the statute of limitations or other limitations period applicable to agreements made any such claim controversy or dispute), without regard to any applicable principles of conflicts of law that might require the application of the laws of any other jurisdiction, except that (i) the internal affairs of the corporations party hereto that are organized and existing under the ICL and (ii) all other provisions of, or transactions contemplated by, this Agreement that are expressly or otherwise required to be performed governed by the ICL; shall be construed, performed, governed and enforced in said Stateaccordance with the Laws of the State of Israel, without giving effect to principles of any choice or conflict of law provision or conflicts rule (whether of law thereof (the State of Israel or of any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than sections 5-1401 and 5-1402 the State of the New York General Obligations Law)Israel. (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any Each of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, in the County of New York and, in connection with Parties irrevocably agrees that any such action or proceeding, submit to the jurisdiction of, and venue in, such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, legal action or proceeding arising out of or relating to this Broker-Dealer Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other Party or its successors or assigns shall be brought and determined by the Court of Chancery of the State of Delaware or if jurisdiction is not proper in such court, in Superior Court seated in New Castle County Delaware, 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 action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action, suit or proceeding relating thereto except in such courts). Each of the Parties further agrees to accept service of process in any manner permitted by such court. 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 action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure lawfully to serve process, (ii) that it or its property is exempt or immune from jurisdiction of any such court referred or from any legal process commenced in such court (whether through service of notice, attachment prior to judgment, attachment in Section 5.10(baid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by Law, that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably waivesagrees that, subject to the fullest extent permitted any available appeal rights, any decision, order, or judgment issued by lawsuch above named courts shall be binding and enforceable, the defense of an inconvenient forum and irrevocably agrees to the maintenance of such action or proceeding in abide by any such courtdecision, order, or judgment. (d) Each party to this Broker-Dealer Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.3 hereof. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (ec) EACH PARTY OF THE PARTIES TO THIS BROKER-DEALER AGREEMENT HEREBY EXPRESSLY IRREVOCABLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE INDENTURE, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHHEREBY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement shall THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULT. Each of the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be governed by and construed brought in accordance with the laws courts of the State of New York applicable to agreements made and to be performed in said State, without giving effect to principles of choice of law or conflicts of law thereof (other than sections 5-1401 and 5-1402 the courts of the New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District CourtStates, in each case, case located in the County Borough of Manhattan, New York andCity, in connection with any such action or proceeding, submit New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction ofof each such court in personam, generally and venue inunconditionally with respect to any action, such County. (c) suit or proceeding for itself in respect of its properties, assets and revenues. Each party to this Broker-Dealer Agreement hereby of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection which it may now or hereafter have to the laying of venue of any suitof the aforesaid actions, action suits or proceeding proceedings arising out of or relating to in connection with this Broker-Dealer Agreement Agreement, the Units or the Purchase Contracts brought in any court referred to in Section 5.10(b) hereof. Each the courts of the parties hereto State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York and hereby further irrevocably waives, and unconditionally waives and agrees not to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action plead or proceeding claim in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.3 hereof. Nothing in this Broker-Dealer Agreement will affect the right of court that any party to this Broker-Dealer Agreement to serve process such action, suit or proceeding brought in any other manner permitted by law. (e) such court has been brought in an inconvenient forum. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THIS BROKER-DEALER AGREEMENT HEREBY EXPRESSLY WAIVES THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, THE INDENTUREUNITS, THIS BROKER-DEALER AGREEMENT THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHTHEREBY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said StateDelaware, without giving effect regard to the application of Delaware principles of choice of law or conflicts of law thereof (other than sections 5-1401 and 5-1402 of the New York General Obligations Law)laws. (b) The Each of the parties agree that all actions hereto hereby irrevocably and proceedings 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 Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Broker-Dealer Agreement or any of the agreements delivered in connection herewith or the transactions contemplated hereby shall be brought in a New York State Court or United States District Courtthereby or for recognition or enforcement of any judgment relating thereto, in and each case, in of the County of New York and, in connection with parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceedingproceeding except in such courts, submit (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware state court or, to the jurisdiction ofextent permitted by applicable Legal Requirements, and venue inin such federal court, such County. (ciii) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, such action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(bsuch Delaware state or federal court, and (iv) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable Legal Requirements, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware state or federal court. (d) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirements. Each party to this Broker-Dealer Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.3 hereof8.1. Nothing in this Broker-Dealer Agreement will shall affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by lawapplicable Legal Requirements. (ec) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO THIS BROKER-DEALER AGREEMENT INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY EXPRESSLY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE INDENTURE, THIS BROKER-DEALER AGREEMENT AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE)THEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF SUCH WAIVERS, (iii) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHSECTION 8.8(c).

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement shall be governed by and construed in accordance with the laws Laws of the State of New York applicable to agreements made and to be performed in said StateNevada, without giving effect regard to principles of choice of law or any applicable conflicts of law thereof (other than sections 5-1401 and 5-1402 of the New York General Obligations Law)Law principles. (b) The parties agree that all actions Parties hereby irrevocably submit to the personal jurisdiction of the Chosen Courts solely in respect of the interpretation and proceedings arising out enforcement of the provisions of this Broker-Dealer Agreement and of the documents referred to in this Agreement, and in respect of the Transactions, and waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject to the Chosen Courts or that such action, suit or proceeding may not be brought or is not maintainable in the Chosen Courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by such courts and the Parties irrevocably agree that, all claims relating to such action, proceeding or transactions contemplated hereby shall be brought heard and determined in a New York State Court or United States District Court, in each case, in such Chosen Courts. The Parties hereby consent to and grant any such court jurisdiction over the County person of New York such Parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding, submit to proceeding in the jurisdiction of, manner provided in Section 8.2 or in such other manner as may be permitted by Law shall be valid and venue in, such Countysufficient service thereof. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.3 hereof. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO THIS BROKER-DEALER AGREEMENT INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY EXPRESSLY WAIVES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY LAW AT THE TIME OF INSTITUTION OF THE APPLICABLE LITIGATION, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATING TO THE INDENTURE, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE)BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHSECTION 8.6(c).

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement Note shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law thereof (other than sections 5-1401 and 5-1402 laws provisions thereof. The Company hereby irrevocably submits to the jurisdiction of any court of the State of New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, located in the County of New York andor the United States District Court for the Southern District of the State of New York, in connection with any appellate courts from any thereof (any such court, a “New York Court”), for the purpose of any suit, action or proceedingother proceeding arising out of or relating to this Note or under any applicable securities laws and arising out of the foregoing, submit which is brought by or against the Company, and the Companyhereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court. The Company hereby agrees not to commence any action, suit or proceeding relating to this Note other than in a New York Court except to the jurisdiction of, and venue in, such County. (c) Each party to this Broker-Dealer Agreement extent mandated by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party court or that such suit, action or proceeding was brought in an inconvenient court and agree not to this Broker-Dealer Agreement irrevocably consents to service of process in plead or claim the manner provided for notices in Section 5.3 hereofsame. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT NOTE HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS NOTE OR IN ANY LEGAL PROCEEDING ARISING OUT OF WAY CONNECTED WITH OR RELATING RELATED OR INCIDENTAL TO THE INDENTUREDEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS NOTE, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR THEREBY (HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). ; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO ACKNOWLEDGES THAT IT AND TO THE OTHER PARTIES HERETO HAVE BEEN INDUCED WAIVER OF THEIR RIGHT TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHTRIAL BY JURY. The submission to the jurisdiction referred to in the preceding paragraph shall not limit the right of the Holder to take proceedings against the Company in courts of any other competent jurisdiction nor shall the taking of proceedings against the Company in any one or more jurisdictions preclude the taking of proceedings against the Company in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement Note shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law laws provisions thereof. The Company hereby irrevocably submits to the jurisdiction of any court of the State of New York located in the borough of Manhattan of New York or the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (other than sections 5-1401 and 5-1402 of the any such court, a “New York General Obligations LawCourt”). (b) The parties agree that all actions and proceedings , for the purpose of any suit, action or other proceeding arising out of or relating to this Broker-Dealer Agreement Note or under any applicable securities laws and arising out of the transactions contemplated foregoing, which is brought by or against the Company, and the Company hereby shall irrevocably agrees that all claims in respect of any such suit, action or proceeding will be brought heard and determined in any New York Court. The Company hereby agrees not to commence any action, suit or proceeding relating to this Note other than in a New York State Court or United States District Court, in each case, in the County of New York and, in connection with any such action or proceeding, submit except to the jurisdiction of, and venue in, such County. (c) Each party to this Broker-Dealer Agreement extent mandated by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party court or that such suit, action or proceeding was brought in an inconvenient court and agree not to this Broker-Dealer Agreement irrevocably consents to service of process in plead or claim the manner provided for notices in Section 5.3 hereofsame. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT NOTE HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS NOTE OR IN ANY LEGAL PROCEEDING ARISING OUT OF WAY CONNECTED WITH OR RELATING RELATED OR INCIDENTAL TO THE INDENTUREDEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS NOTE, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR THEREBY (HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). ; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO ACKNOWLEDGES THAT IT AND TO THE OTHER PARTIES HERETO HAVE BEEN INDUCED WAIVER OF THEIR RIGHT TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHTRIAL BY JURY. (b) The submission to the jurisdiction referred to in the preceding paragraph shall not limit the right of the Holder to take proceedings against the Company in courts of any other competent jurisdiction nor shall the taking of proceedings against the Company in any one or more jurisdictions preclude the taking of proceedings against the Company in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said StateALL QUESTIONS CONCERNING THE CONSTRUCTION, without giving effect to principles of choice of law or conflicts of law thereof (other than sections 5-1401 and 5-1402 of the New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District CourtVALIDITY, in each caseENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, in the County of New York and, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.3 hereof. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING WITHOUT REGARD TO THE INDENTURECONFLICTS OF LAW PRINCIPLES OF SUCH STATE. THE COMPANY AND THE PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, THIS BROKER-DEALER AGREEMENT BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY OR THE TRANSACTIONS ANY PURCHASER HEREUNDER, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN CONTRACT ANY SUIT, ACTION OR TORT PROCEEDING BROUGHT BY THE COMPANY OR OTHERWISE)THE PURCHASER, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HERETO ACKNOWLEDGES HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT IT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. THE COMPANY AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED PURCHASER HEREBY WAIVE ALL RIGHTS TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHA TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement Amendment No. 7 shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law thereof (other than sections 5-1401 and 5-1402 laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, located in the County of New York andor the United States District Court for the Southern District of the State of New York, in connection with any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the purpose of any suit, action or proceedingother proceeding arising out of or relating to this Amendment No. 7 or under any applicable securities laws and arising out of the foregoing, submit which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court or U.K. Court. Each such party hereby agrees not to commence any action, suit or proceeding relating to this Amendment No. 7 other than in a New York Court except to the jurisdiction of, and venue in, extent mandated by applicable law. Each such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party court or that such suit, action or proceeding was brought in an inconvenient court and agree not to this Broker-Dealer Agreement irrevocably consents to service of process in plead or claim the manner provided for notices in Section 5.3 hereofsame. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT AMENDMENT NO. 7 HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT NO. 7 OR IN ANY LEGAL PROCEEDING ARISING OUT OF WAY CONNECTED WITH OR RELATING RELATED OR INCIDENTAL TO THE INDENTUREDEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT NO. 7, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR THEREBY (HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). ; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAIVER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO ACKNOWLEDGES THAT IT AND TO THE OTHER PARTIES HERETO HAVE BEEN INDUCED WAIVER OF THEIR RIGHT TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHTRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement Amendment No. 5 shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law thereof (other than sections 5-1401 and 5-1402 laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, located in the County of New York andor the United States District Court for the Southern District of the State of New York, in connection with any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the purpose of any suit, action or proceedingother proceeding arising out of or relating to this Amendment No. 4 or under any applicable securities laws and arising out of the foregoing, submit which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court or U.K. Court. Each such party hereby agrees not to commence any action, suit or proceeding relating to this Amendment No. 5 other than in a New York Court except to the jurisdiction of, and venue in, extent mandated by applicable law. Each such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party court or that such suit, action or proceeding was brought in an inconvenient court and agree not to this Broker-Dealer Agreement irrevocably consents to service of process in plead or claim the manner provided for notices in Section 5.3 hereofsame. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT AMENDMENT NO. 5 HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT NO. 5 OR IN ANY LEGAL PROCEEDING ARISING OUT OF WAY CONNECTED WITH OR RELATING RELATED OR INCIDENTAL TO THE INDENTUREDEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AMENDMENT NO. 5, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR THEREBY (HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). ; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAIVER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO ACKNOWLEDGES THAT IT AND TO THE OTHER PARTIES HERETO HAVE BEEN INDUCED WAIVER OF THEIR RIGHT TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHTRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement Amendment No. 5 shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law thereof (other than sections 5-1401 and 5-1402 laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, located in the County of New York andor the United States District Court for the Southern District of the State of New York, in connection with any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the purpose of any suit, action or proceedingother proceeding arising out of or relating to this Amendment No. 5 or under any applicable securities laws and arising out of the foregoing, submit which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court or U.K. Court. Each such party hereby agrees not to commence any action, suit or proceeding relating to this Amendment No. 5 other than in a New York Court except to the jurisdiction of, and venue in, extent mandated by applicable law. Each such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party court or that such suit, action or proceeding was brought in an inconvenient court and agree not to this Broker-Dealer Agreement irrevocably consents to service of process in plead or claim the manner provided for notices in Section 5.3 hereofsame. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT AMENDMENT NO. 5 HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT NO. 5 OR IN ANY LEGAL PROCEEDING ARISING OUT OF WAY CONNECTED WITH OR RELATING RELATED OR INCIDENTAL TO THE INDENTUREDEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AMENDMENT NO. 5, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR THEREBY (HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). ; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAIVER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO ACKNOWLEDGES THAT IT AND TO THE OTHER PARTIES HERETO HAVE BEEN INDUCED WAIVER OF THEIR RIGHT TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHTRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement and all matters arising hereunder or in connection herewith shall be governed by by, and construed in accordance with with, the laws Laws of the State of New York applicable to agreements made and to be performed in said StateJersey, without giving effect regard to principles of choice of law or laws that may be applicable under conflicts of law thereof laws principles (whether of the State of New Jersey or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than sections 5-1401 and 5-1402 the State of the New York General Obligations Law)Jersey. (b) The Each of the parties agree hereby agrees that all actions any action or proceeding (of any and proceedings arising out of this Broker-Dealer Agreement every kind or type, whether based on contract, tort, statute, regulation or otherwise, and whether based on state, federal, foreign or any other law) that it commences against any other party relating to this Agreement shall be heard and determined exclusively in the state courts of the transactions contemplated hereby shall be brought State of New Jersey and the appropriate appellate courts therefrom, and in a New York State Court or United States District Courtno other court; provided, in each casehowever, that in the County of New York and, in connection with event any such court determines that it lacks subject matter jurisdiction over any action or proceeding, submit such action or proceeding shall be heard and determined exclusively in another state or federal court sitting in the state of New Jersey and the appropriate appellate courts therefrom. Each of the parties expressly agrees and acknowledges that all courts sitting in the state of New Jersey are an appropriate and convenient forum for resolution of any and all actions or proceedings brought pursuant to this Agreement, that it shall not suffer any undue hardship or inconvenience if required to litigate in such court, and that such court is fully competent and legally capable of adjudicating any such actions or proceedings. Each party further represents that it has agreed to the jurisdiction ofof such courts, in respect of any action or proceeding relating to this Agreement after being fully and adequately advised by legal counsel of its own choice concerning the procedures and laws applied in such courts and has not relied on any representation by any other party or its Affiliates, Representatives or advisors as to the content, scope or effect of such procedures and law, and venue in, such Countyshall not contend otherwise in any proceeding in any court of any jurisdiction. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.3 hereof. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO THIS BROKER-DEALER AGREEMENT INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY EXPRESSLY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE INDENTURE, THIS BROKER-DEALER AGREEMENT AND ANY OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE)THEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHSECTION 11.16(C).

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement Amendment No. 4 shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law thereof (other than sections 5-1401 and 5-1402 laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, located in the County of New York andor the United States District Court for the Southern District of the State of New York, in connection with any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the purpose of any suit, action or proceedingother proceeding arising out of or relating to this Amendment No. 4 or under any applicable securities laws and arising out of the foregoing, submit which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court or U.K. Court. Each such party hereby agrees not to commence any action, suit or proceeding relating to this Amendment No. 4 other than in a New York Court except to the jurisdiction of, and venue in, extent mandated by applicable law. Each such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party court or that such suit, action or proceeding was brought in an inconvenient court and agree not to this Broker-Dealer Agreement irrevocably consents to service of process in plead or claim the manner provided for notices in Section 5.3 hereofsame. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT AMENDMENT NO. 4 HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT NO. 4 OR IN ANY LEGAL PROCEEDING ARISING OUT OF WAY CONNECTED WITH OR RELATING RELATED OR INCIDENTAL TO THE INDENTUREDEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AMENDMENT NO. 4, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR THEREBY (HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). ; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAIVER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO ACKNOWLEDGES THAT IT AND TO THE OTHER PARTIES HERETO HAVE BEEN INDUCED WAIVER OF THEIR RIGHT TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHTRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State, without giving effect to principles of choice of law or conflicts of law thereof (other than sections 5-1401 and 5-1402 of the New York General Obligations Law)thereof. (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, case in the County of New York and, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.3 hereof. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTUREAUTHORIZING DOCUMENT, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Letter Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law thereof (other than sections 5-1401 and 5-1402 laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, located in the County of New York andor the United States District Court for the Southern District of the State of New York, in connection with any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the purpose of any suit, action or proceedingother proceeding arising out of or relating to this Letter Agreement or under any applicable securities laws and arising out of the foregoing, submit which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court or U.K. Court. Each such party hereby agrees not to commence any action, suit or proceeding relating to this Letter Agreement other than in a New York Court except to the jurisdiction of, and venue in, extent mandated by applicable law. Each such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party court or that such suit, action or proceeding was brought in an inconvenient court and agree not to this Broker-Dealer Agreement irrevocably consents to service of process in plead or claim the manner provided for notices in Section 5.3 hereofsame. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER LETTER AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS LETTER AGREEMENT OR IN ANY LEGAL PROCEEDING ARISING OUT OF WAY CONNECTED WITH OR RELATING RELATED OR INCIDENTAL TO THE INDENTUREDEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS LETTER AGREEMENT, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR THEREBY (HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). ; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS LETTER AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO ACKNOWLEDGES THAT IT AND TO THE OTHER PARTIES HERETO HAVE BEEN INDUCED WAIVER OF THEIR RIGHT TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHTRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement Note shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law thereof (other than sections 5-1401 and 5-1402 of the New York General Obligations Law)laws provisions thereof. (b) The parties agree that all actions Company hereby irrevocably submits (and proceedings arising out by its acceptance hereof, the Holder hereby irrevocably submits) to the jurisdiction of this Broker-Dealer Agreement or any court of the transactions contemplated hereby shall be brought in a State of New York State Court or United States District Court, in each case, located in the County of New York andor the United States District Court for the Southern District of the State of New York, in connection with any appellate courts from any thereof (any such court, a “New York Court”), for the purpose of any suit, action or proceedingother proceeding arising out of or relating to this Note or under any applicable securities laws and arising out of the foregoing, submit which is brought by or against the Company, and the Company hereby irrevocably agrees (and by its acceptance hereof, the Holder hereby irrevocably agrees) that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court. The Company hereby agrees (and by its acceptance hereof, the Holder hereby agrees) not to commence any action, suit or proceeding relating to this Note other than in a New York Court except to the jurisdiction ofextent mandated by applicable law. The Company hereby waives (and by its acceptance hereof, and venue in, such County. (cthe Holder hereby waives) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding in any such court or that such suit, action or proceeding was brought in an inconvenient court and agree not to plead or claim the same. (c) THE COMPANY (AND BY ITS ACCEPTANCE HEREOF, THE HOLDER) HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS NOTE OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND THE COMPANY (AND BY ITS ACCEPTANCE HEREOF, THE HOLDER) HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE COMPANY OR THE HOLDER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.4 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE COMPANY AND THE HOLDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (d) The Company agrees that the process by which any suit, action or proceeding arising out is begun in connection with this Note may be served on it at its principal place of or relating business in the United States. If the Company ceases to this Broker-Dealer Agreement have a principal place of business in any court referred the United States, it shall immediately appoint a further Person in the United States to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to accept service of process on its behalf in the manner provided for notices in Section 5.3 hereofsuch jurisdiction. Nothing in this Broker-Dealer Agreement will contained herein shall affect the right of any party to this Broker-Dealer Agreement the Company or the Holder to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement Note shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law thereof (other than sections 5-1401 and 5-1402 laws provisions thereof. The Company hereby irrevocably submits to the jurisdiction of any court of the State of New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, located in the County of New York andor the United States District Court for the Southern District of the State of New York, in connection with any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the purpose of any suit, action or proceedingother proceeding arising out of or relating to this Note or under any applicable securities laws and arising out of the foregoing, submit which is brought by or against the Company, and the Company hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court or U.K. Court. The Company hereby agrees not to commence any action, suit or proceeding relating to this Note other than in a New York Court except to the jurisdiction of, and venue in, such County. (c) Each party to this Broker-Dealer Agreement extent mandated by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding in any such court or that such suit, action or proceeding was brought in an inconvenient court and agree not to plead or claim the same. EACH PARTY TO THIS NOTE HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS NOTE OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (b) The submission to the jurisdiction referred to in the preceding paragraph shall not limit the right of the Holder to take proceedings against the Company in courts of any other competent jurisdiction nor shall the taking of proceedings against the Company in any one or more jurisdictions preclude the taking of proceedings against the Company in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. (c) The Company agrees that the process by which any suit, action or proceeding arising out is begun in connection with this Note may be served on it at its principal place of or relating business in the United Kingdom for the time being. If the Company ceases to this Broker-Dealer Agreement have a principal place of business in any court referred the United Kingdom, it shall immediately appoint a further person in the United Kingdom to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to accept service of process on its behalf in the manner provided for notices in Section 5.3 hereofsuch jurisdiction. Nothing in this Broker-Dealer Agreement will contained herein shall affect the right of any party to this Broker-Dealer Agreement the Company or the Holder to serve process in any other manner permitted by law. In addition, the Company acknowledges and agrees that (a) it has, by separate letter, irrevocably appointed CT Corporation System, as its authorized agent upon which process may be served in any suit or proceeding against the Company arising out of or relating to this Note or under any securities laws of the United States or any state thereof and arising out of the foregoing, (b) it has, prior to the date hereof, paid such agent an amount in cash sufficient to procure such agent’s services for three years from the date hereof and (c) service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided above, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of at least three years from the date of this Note. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement Waiver and Consent shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law thereof (other than sections 5-1401 and 5-1402 laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, located in the County of New York andor the United States District Court for the Southern District of the State of New York, in connection with any appellate courts from any thereof (any such court, a "NEW YORK COURT") or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a "U.K. COURT"), for the purpose of any suit, action or proceedingother proceeding arising out of or relating to this Waiver and Consent or under any applicable securities laws and arising out of the foregoing, submit which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court or U.K. Court. Each such party hereby agrees not to commence any action, suit or proceeding relating to this Waiver and Consent other than in a New York Court except to the jurisdiction of, and venue in, extent mandated by applicable law. Each such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party court or that such suit, action or proceeding was brought in an inconvenient court and agree not to this Broker-Dealer Agreement irrevocably consents to service of process in plead or claim the manner provided for notices in Section 5.3 hereofsame. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT WAIVER AND CONSENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS WAIVER AND CONSENT OR IN ANY LEGAL PROCEEDING ARISING OUT OF WAY CONNECTED WITH OR RELATING RELATED OR INCIDENTAL TO THE INDENTUREDEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS WAIVER AND CONSENT, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR THEREBY (HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). ; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAVIER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO ACKNOWLEDGES THAT IT AND TO THE OTHER PARTIES HERETO HAVE BEEN INDUCED WAIVER OF THEIR RIGHT TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHTRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State, without giving effect to principles of choice of law or conflicts of law thereof (other than sections 5-1401 and 5-1402 of the New York General Obligations Law)thereof. (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, in the County of New York and, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.3 hereof. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURESTATEMENT OF PREFERENCES, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement Amendment No. 3 shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law thereof (other than sections 5-1401 and 5-1402 laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, located in the County of New York andor the United States District Court for the Southern District of the State of New York, in connection with any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the purpose of any suit, action or proceedingother proceeding arising out of or relating to this Amendment No. 3 or under any applicable securities laws and arising out of the foregoing, submit which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court or U.K. Court. Each such party hereby agrees not to commence any action, suit or proceeding relating to this Amendment No. 3 other than in a New York Court except to the jurisdiction of, and venue in, extent mandated by applicable law. Each such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party court or that such suit, action or proceeding was brought in an inconvenient court and agree not to this Broker-Dealer Agreement irrevocably consents to service of process in plead or claim the manner provided for notices in Section 5.3 hereofsame. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT AMENDMENT NO. 3 HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT NO. 3 OR IN ANY LEGAL PROCEEDING ARISING OUT OF WAY CONNECTED WITH OR RELATING RELATED OR INCIDENTAL TO THE INDENTUREDEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AMENDMENT NO. 3, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR THEREBY (HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). ; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAIVER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO ACKNOWLEDGES THAT IT AND TO THE OTHER PARTIES HERETO HAVE BEEN INDUCED WAIVER OF THEIR RIGHT TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHTRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement Amendment No. 3 shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law thereof (other than sections 5-1401 and 5-1402 laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, located in the County of New York andor the United States District Court for the Southern District of the State of New York, in connection with any appellate courts from any thereof (any such court, a "New York Court") or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a "U.K. Court"), for the purpose of any suit, action or proceedingother proceeding arising out of or relating to this Amendment No. 3 or under any applicable securities laws and arising out of the foregoing, submit which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court or U.K. Court. Each such party hereby agrees not to commence any action, suit or proceeding relating to this Amendment No. 3 other than in a New York Court except to the jurisdiction of, and venue in, extent mandated by applicable law. Each such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party court or that such suit, action or proceeding was brought in an inconvenient court and agree not to this Broker-Dealer Agreement irrevocably consents to service of process in plead or claim the manner provided for notices in Section 5.3 hereofsame. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT AMENDMENT NO. 3 HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT NO. 3 OR IN ANY LEGAL PROCEEDING ARISING OUT OF WAY CONNECTED WITH OR RELATING RELATED OR INCIDENTAL TO THE INDENTUREDEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AMENDMENT NO. 3, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR THEREBY (HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). ; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAIVER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO ACKNOWLEDGES THAT IT AND TO THE OTHER PARTIES HERETO HAVE BEEN INDUCED WAIVER OF THEIR RIGHT TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHTRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement shall THIS AGREEMENT, THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULT. Each of the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be governed by and construed brought in accordance with the laws courts of the State of New York applicable to agreements made and to be performed in said State, without giving effect to principles of choice of law or conflicts of law thereof (other than sections 5-1401 and 5-1402 the courts of the New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District CourtStates, in each case, case located in the County Borough of Manhattan, New York andCity, in connection with any such action or proceeding, submit New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction ofof each such court in personam, generally and venue inunconditionally with respect to any action, such County. (c) suit or proceeding for itself in respect of its properties, assets and revenues. Each party to this Broker-Dealer Agreement hereby of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection which it may now or hereafter have to the laying of venue of any suitof the aforesaid actions, action suits or proceeding proceedings arising out of or relating to in connection with this Broker-Dealer Agreement Agreement, the Units or the Purchase Contracts brought in any court referred to in Section 5.10(b) hereof. Each the courts of the parties hereto State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York and hereby further irrevocably waives, and unconditionally waives and agrees not to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action plead or proceeding claim in any such court. (d) court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each party to this Broker-Dealer Agreement irrevocably consents to further waives personal service of any summons, complaint or other process in the manner provided and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices in Section 5.3 hereofhereunder. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THIS BROKER-DEALER AGREEMENT HEREBY EXPRESSLY WAIVES THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, THE INDENTUREUNITS, THIS BROKER-DEALER AGREEMENT THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHTHEREBY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement Note shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law thereof (other than sections 5-1401 and 5-1402 laws provisions thereof. The Company hereby irrevocably submits to the jurisdiction of any court of the State of New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, located in the County of New York andor the United States District Court for the Southern District of the State of New York, in connection with any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the purpose of any suit, action or proceedingother proceeding arising out of or relating to this Note or under any applicable securities laws and arising out of the foregoing, submit which is brought by or against the Company, and the Company hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court or U.K. Court. The Company hereby agrees not to commence any action, suit or proceeding relating to this Note other than in a New York Court except to the jurisdiction of, and venue in, such County. (c) Each party to this Broker-Dealer Agreement extent mandated by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding in any such court or that such suit, action or proceeding was brought in an inconvenient court and agree not to plead or claim the same. EACH PARTY TO THIS NOTE HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS NOTE OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (a) The submission to the jurisdiction referred to in the preceding paragraph shall not limit the right of the Holder to take proceedings against the Company in courts of any other competent jurisdiction nor shall the taking of proceedings against the Company in any one or more jurisdictions preclude the taking of proceedings against the Company in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. (b) The Company agrees that the process by which any suit, action or proceeding arising out is begun in connection with this Note may be served on it at its principal place of or relating business in the United Kingdom for the time being. If the Company ceases to this Broker-Dealer Agreement have a principal place of business in any court referred the United Kingdom, it shall immediately appoint a further person in the United Kingdom to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to accept service of process on its behalf in the manner provided for notices in Section 5.3 hereofsuch jurisdiction. Nothing in this Broker-Dealer Agreement will contained herein shall affect the right of any party to this Broker-Dealer Agreement the Company or the Holder to serve process in any other manner permitted by law. In addition, the Company acknowledges and agrees that (a) it has, by separate letter, irrevocably appointed CT Corporation System, as its authorized agent upon which process may be served in any suit or proceeding against the Company arising out of or relating to this Note or under any securities laws of the United States or any state thereof and arising out of the foregoing, (b) it has, prior to the date hereof, paid such agent an amount in cash sufficient to procure such agent’s services for three years from the date hereof and (c) service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided above, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of at least three years from the date of this Note. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement Amendment No. 6 shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law thereof (other than sections 5-1401 and 5-1402 laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, located in the County of New York andor the United States District Court for the Southern District of the State of New York, in connection with any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the purpose of any suit, action or proceedingother proceeding arising out of or relating to this Amendment No. 6 or under any applicable securities laws and arising out of the foregoing, submit which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court or U.K. Court. Each such party hereby agrees not to commence any action, suit or proceeding relating to this Amendment No. 6 other than in a New York Court except to the jurisdiction of, and venue in, extent mandated by applicable law. Each such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party court or that such suit, action or proceeding was brought in an inconvenient court and agree not to this Broker-Dealer Agreement irrevocably consents to service of process in plead or claim the manner provided for notices in Section 5.3 hereofsame. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT AMENDMENT NO. 6 HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT NO. 6 OR IN ANY LEGAL PROCEEDING ARISING OUT OF WAY CONNECTED WITH OR RELATING RELATED OR INCIDENTAL TO THE INDENTUREDEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT NO. 6, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR THEREBY (HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). ; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAIVER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO ACKNOWLEDGES THAT IT AND TO THE OTHER PARTIES HERETO HAVE BEEN INDUCED WAIVER OF THEIR RIGHT TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHTRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws Laws of the State of New York applicable to agreements made and to be performed in said StateDelaware, without giving effect regard to the application of Delaware principles of choice of law or conflicts of law thereof (other than sections 5-1401 and 5-1402 of the New York General Obligations Law)laws. (b) The Each of the parties agree that all actions hereto hereby irrevocably and proceedings 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 Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Broker-Dealer Agreement or any of the agreements delivered in connection herewith or the transactions contemplated hereby shall be brought in a New York State Court or United States District Courtthereby or for recognition or enforcement of any judgment relating thereto, in and each case, in of the County of New York and, in connection with parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceedingproceeding except in such courts, submit (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware state court or, to the jurisdiction ofextent permitted by applicable Law, and venue inin such federal court, such County. (ciii) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, such action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(bsuch Delaware state or federal court, and (iv) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or federal court. (d) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party to this Broker-Dealer Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.3 hereof8.1. Nothing in this Broker-Dealer Agreement will shall affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by lawapplicable Law. (ec) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO THIS BROKER-DEALER AGREEMENT INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY EXPRESSLY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE INDENTURE, THIS BROKER-DEALER AGREEMENT AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE)THEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF SUCH WAIVERS, (iii) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHSECTION 8.8(c).

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Letter Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law thereof (other than sections 5-1401 and 5-1402 laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, located in the County of New York andor the United States District Court for the Southern District of the State of New York, in connection with any appellate courts from any thereof (any such court, a "New York Court") or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a "U.K. Court"), for the purpose of any suit, action or proceedingother proceeding arising out of or relating to this Letter Agreement or under any applicable securities laws and arising out of the foregoing, submit which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court or U.K. Court. Each such party hereby agrees not to commence any action, suit or proceeding relating to this Letter Agreement other than in a New York Court except to the jurisdiction of, and venue in, extent mandated by applicable law. Each such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party court or that such suit, action or proceeding was brought in an inconvenient court and agree not to this Broker-Dealer Agreement irrevocably consents to service of process in plead or claim the manner provided for notices in Section 5.3 hereofsame. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER LETTER AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS LETTER AGREEMENT OR IN ANY LEGAL PROCEEDING ARISING OUT OF WAY CONNECTED WITH OR RELATING RELATED OR INCIDENTAL TO THE INDENTUREDEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS LETTER AGREEMENT, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR THEREBY (HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). ; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS LETTER AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO ACKNOWLEDGES THAT IT AND TO THE OTHER PARTIES HERETO HAVE BEEN INDUCED WAIVER OF THEIR RIGHT TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHTRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement Note shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law thereof (other than sections 5-1401 and 5-1402 laws provisions thereof. The Company hereby irrevocably submits to the jurisdiction of any court of the State of New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, located in the County of New York andor the United States District Court for the Southern District of the State of New York, in connection with any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United King- dom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the purpose of any suit, action or proceedingother proceeding arising out of or relating to this Note or under any applicable securities laws and arising out of the foregoing, submit which is brought by or against the Company, and the Company hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court or U.K. Court. The Company hereby agrees not to commence any action, suit or proceeding relating to this Note other than in a New York Court except to the jurisdiction of, and venue in, such County. (c) Each party to this Broker-Dealer Agreement extent mandated by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding in any such court or that such suit, action or proceeding was brought in an inconvenient court and agree not to plead or claim the same. EACH PARTY TO THIS NOTE HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS NOTE OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (a) The submission to the jurisdiction referred to in the preceding paragraph shall not limit the right of the Holder to take proceedings against the Company in courts of any other competent jurisdiction nor shall the taking of proceedings against the Company in any one or more jurisdictions preclude the taking of proceedings against the Company in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. (b) The Company agrees that the process by which any suit, action or proceeding arising out is begun in connection with this Note may be served on it at its principal place of or relating business in the United Kingdom for the time being. If the Company ceases to this Broker-Dealer Agreement have a principal place of business in any court referred the United Kingdom, it shall immediately appoint a further person in the United Kingdom to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to accept service of process on its behalf in the manner provided for notices in Section 5.3 hereofsuch jurisdiction. Nothing in this Broker-Dealer Agreement will contained herein shall affect the right of any party to this Broker-Dealer Agreement the Company or the Holder to serve process in any other manner permitted by law. In addition, the Company acknowledges and agrees that (a) it has, by separate letter, irrevocably appointed CT Corporation System, as its authorized agent upon which process may be served in any suit or proceeding against the Company arising out of or relating to this Note or under any securities laws of the United States or any state thereof and arising out of the foregoing, (b) it has, prior to the date hereof, paid such agent an amount in cash sufficient to procure such agent’s services for three years from the date hereof and (c) service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided above, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of at least three years from the date of this Note. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws Laws of the State of New York applicable to agreements made and to be performed in said StateDelaware, without giving effect regard to the application of Delaware principles of choice of law or conflicts of law thereof (other than sections 5-1401 and 5-1402 of the New York General Obligations Law)laws. (b) The Each of the parties agree that all actions hereto hereby irrevocably and proceedings 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 Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Broker-Dealer Agreement or any of the agreements delivered in connection herewith or the transactions contemplated hereby shall be brought in a New York State Court or United States District Courtthereby or for recognition or enforcement of any judgment relating thereto, in and each case, in of the County of New York and, in connection with parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceedingproceeding except in such courts, submit (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware state court or, to the jurisdiction ofextent permitted by applicable Law, and venue inin such federal court, such County. (ciii) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, such action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(bsuch Delaware state or federal court, and (iv) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware state or federal court. (d) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party to this Broker-Dealer Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.3 hereof8.1. Nothing in this Broker-Dealer Agreement will shall affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by lawapplicable Law. (ec) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO THIS BROKER-DEALER AGREEMENT INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY EXPRESSLY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE INDENTURE, THIS BROKER-DEALER AGREEMENT AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE)THEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF SUCH WAIVERS, (iii) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHSECTION 8.8(c).

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement shall be governed by a. THIS PLAN SUPPORT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. b. By its execution and construed in accordance with the laws delivery of this Plan Support Agreement, each of the State Parties hereto irrevocably and unconditionally consents to jurisdiction in the United States of New York applicable America and agrees for itself that any legal action, suit, or proceeding against it with respect to agreements made and to be performed in said State, without giving effect to principles of choice of law any matter under or conflicts of law thereof (other than sections 5-1401 and 5-1402 of the New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of or in connection with this Broker-Dealer Plan Support Agreement or for recognition or enforcement of any of the transactions contemplated hereby judgment rendered in any such action, suit, or proceeding shall be brought in a New York State Court or United States District the Bankruptcy Court. By execution and delivery of this Plan Support Agreement, each of the Parties hereto irrevocably accepts and submits itself to the exclusive jurisdiction of the Bankruptcy Court, in each casegenerally and unconditionally, in the County of New York and, in connection with respect to any such action action, suit, or proceeding, submit and waives any objection it may have to venue or the jurisdiction ofconvenience of the forum, and venue in, such Countyalso hereby waives any right it may have to trial by jury. This Plan Support Agreement may be filed as a written consent to trial by the Bankruptcy Court. (c) Each party c. In the event the Bankruptcy Court does not have or refuses to exercise jurisdiction with respect to this Broker-Dealer Plan Support Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do soany disputes arising therefrom, any objection which it may now or hereafter have to the laying of venue of any legal action, suit, action or proceeding against the Parties with respect to any matter under or arising out of or relating to in connection with this Broker-Dealer Agreement in Plan Support Agreement, or for recognition or enforcement of any court referred to in Section 5.10(b) hereof. 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 judgment rendered in any such court. (d) Each party to this Broker-Dealer Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.3 hereof. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process action, suit, or proceeding, may be brought in any other manner permitted New York State or federal court located in New York City, and by lawexecution and delivery of this Plan Support Agreement, each Party hereto irrevocably accepts and submits itself to the non-exclusive jurisdiction of those courts. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Broker-Dealer Agreement Amendment No. 4 shall be governed by and construed in accordance with the internal laws of the State of New York applicable without regard to agreements made and to be performed in said State, without giving effect to principles of choice of law or the conflicts of law thereof (other than sections 5-1401 and 5-1402 laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, located in the County of New York andor the United States District Court for the Southern District of the State of New York, in connection with any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United King- dom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the purpose of any suit, action or proceedingother proceeding arising out of or relating to this Amendment No. 4 or under any applicable securities laws and arising out of the foregoing, submit which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court or U.K. Court. Each such party hereby agrees not to commence any action, suit or proceeding relating to this Amendment No. 4 other than in a New York Court except to the jurisdiction of, and venue in, extent mandated by applicable law. Each such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party court or that such suit, action or proceeding was brought in an inconvenient court and agree not to this Broker-Dealer Agreement irrevocably consents to service of process in plead or claim the manner provided for notices in Section 5.3 hereofsame. Nothing in this Broker-Dealer Agreement will affect the right of any party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) EACH PARTY TO THIS BROKER-DEALER AGREEMENT AMENDMENT NO. 4 HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT NO. 4 OR IN ANY LEGAL PROCEEDING ARISING OUT OF WAY CONNECTED WITH OR RELATING RELATED OR INCIDENTAL TO THE INDENTUREDEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AMENDMENT NO. 4, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR THEREBY (HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). ; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAIVER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO ACKNOWLEDGES THAT IT AND TO THE OTHER PARTIES HERETO HAVE BEEN INDUCED WAIVER OF THEIR RIGHT TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHTRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THEREOF. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of, or related to, this Agreement or the Transaction, exclusively in the Delaware Court of Chancery, New Castle County, or solely if that court does not have jurisdiction, a federal court sitting in the State of Delaware (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the Transaction (a) This Broker-Dealer Agreement shall be governed by and construed in accordance with irrevocably submits to the laws exclusive jurisdiction of the State of New York applicable to agreements made and to be performed in said StateChosen Courts, without giving effect to principles of choice of law or conflicts of law thereof (other than sections 5-1401 and 5-1402 of the New York General Obligations Law). (b) The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in a New York State Court or United States District Court, in each case, in the County of New York and, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such County. (c) Each party to this Broker-Dealer Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Broker-Dealer Agreement in any court referred to in Section 5.10(b) hereof. 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 the Chosen Courts, (c) waives any such court. objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, and (d) Each party to this Broker-Dealer Agreement irrevocably consents to agrees that service of process in the manner provided for notices in Section 5.3 hereof. Nothing in this Broker-Dealer Agreement will affect the right of any upon such party to this Broker-Dealer Agreement to serve process in any other manner permitted by law. (e) such action or proceeding shall be effective if notice is given in accordance with Section 5.2. Deer irrevocably designates CT Corporation, and Stockholder irrevocably designates National Registered Agents, Inc., as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and each party hereto stipulates that such consent and appointment is irrevocable and coupled with an interest. EACH PARTY TO THIS BROKER-DEALER AGREEMENT HEREBY EXPRESSLY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OF, OR RELATING TO THE INDENTURETO, THIS BROKER-DEALER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS BROKER-DEALER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHTRANSACTION.