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

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by law.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice all legal or conflict of law provision administrative proceedings, suits, investigations, arbitrations or rule actions (“Actions”) (whether of the State of Delaware at law, in equity, in contract, in tort or any other jurisdictionotherwise) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participantsbased upon, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the transactions contemplated by this Agreement; (b) agrees State of Delaware applicable to contracts executed in and to be performed entirely within that all claims in respect State, regardless of such action or proceeding shall be heard and determined only in the laws that might otherwise govern under any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding applicable conflict of laws principles. All Actions arising out of or relating to this Agreement or any shall be heard and determined in the Chancery Court of the transaction contemplated by this Agreement State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any other court. Each of such Action and irrevocably waive the Company and the Participants waives any defense of an inconvenient forum or lack of jurisdiction to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect theretosuch Action. The Company consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or any Participant may make service on the Company or any other Participant relating to this Agreement shall be effective if notice is given by sending or delivering a copy of the process to the party to be served overnight courier at the address and in the manner provided for the giving of notices set forth in Section 12.19(d) of this Agreement. Nothing The parties hereto agree that a final judgment in this Section 12.2, however, any such Action shall affect be conclusive and may be enforced in other jurisdictions by suit on the right of any Person to serve legal process judgment or in any other manner permitted provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the Delaware Act and internal laws and decisions of the State of Delaware New York, without giving effect regard to any choice or conflict the principles of conflicts of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderthereof. Each of party agrees that all legal proceedings concerning the Company interpretations, enforcement and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any defense of the transactions contemplated by this Agreement; Agreement and any other Transaction Documents (bwhether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the County of New York, in the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the County of New York, in the State of New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that all claims in respect it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding shall be heard is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and determined only consents to process being served in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any suit, action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of the process delivery) to the such party to be served at the address in effect for notices to it under this Agreement and in the manner provided for the giving agrees that such service shall constitute good and sufficient service of notices in Section 12.1process and notice thereof. Nothing contained herein shall be deemed to limit in this Section 12.2, however, shall affect the any way any right of any Person to serve legal process in any other manner permitted by law.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by Limited Guarantee and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice all disputes or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding controversies arising out of or relating to this Agreement Limited Guarantee or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding hereby shall be heard interpreted, construed and determined only governed by and in any such court; (c) agrees that it shall not attempt accordance with the Laws of the State of New York without regard to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding the conflicts of law principles thereof. All Actions arising under the laws of the State of New York out of or relating to this Agreement or any of the transaction contemplated by this Agreement Limited Guarantee shall be heard and determined exclusively in any other courtNew York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Each of the Company and the Participants waives any defense parties hereto agrees that serving of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety process or other security that might be required of papers in connection with any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process such Action in any other manner permitted by lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Limited Guarantee brought by any party hereto and (b) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Limited Guarantee and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Limited Guarantee and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 12, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the Action in such court is brought in an inconvenient forum, (B) the venue of such Action is improper, or (C) this Limited Guarantee, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement shall or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be governed by and construed in accordance with and governed by the Delaware Act and internal laws and decisions of the State of Delaware without giving effect regard to principles of conflicts of laws. Any action against any choice Party relating to the foregoing shall be brought in any federal or conflict state court of law provision competent jurisdiction located within the State of Delaware, and the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or rule state court located within the State of Delaware over any such action. Each of the Parties agrees (whether i) that this Agreement involves at least $100,000.00, and (ii) that this Agreement has been entered into by the Parties in express reliance upon 6 Del. C. § 2708. Each of the Parties hereby irrevocably and unconditionally agrees (1) that it is and shall continue to be subject to the jurisdiction of the courts of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those and of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company federal courts sitting in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle Countyand (2)(A) to the extent that such Party is not otherwise subject to service of process in the State of Delaware, or, if that court does not have jurisdiction, a federal court sitting to appoint and maintain an agent in Wilmington, the State of Delaware in any action or proceeding arising out as such Party’s agent for acceptance of or relating to this Agreement or any legal processes and notify the other Parties of the transactions contemplated by this Agreement; (b) agrees that all claims in respect name and address of such action or proceeding shall be heard and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; agent, and (dB) agrees not to bring any action the fullest extent permitted by law, that service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service, and that, to the fullest extent permitted by applicable law, service made pursuant to (2)(A) or proceeding arising out (B) above shall have the same legal force and effect as if served upon such Party personally within the State of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other courtDelaware. Each of the Company and Parties hereby irrevocably waives, to the Participants waives fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum to for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any action or proceeding so brought and waives any bond, surety or such dispute may be enforced in other security that might be required of any other Person with respect thereto. The Company or any Participant may make service jurisdictions by suit on the Company judgment or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted provided by lawLaw.

Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement shall or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be governed by and construed in accordance with and governed by the Delaware Act and internal laws and decisions of the State of Delaware without giving effect regard to principles of conflicts of laws. Any action against any choice party relating to the foregoing shall be brought in any federal or conflict state court of law provision competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or rule state court located within the State of Delaware over any such action. Each of the parties hereby irrevocably and unconditionally agrees (whether A) that it is and shall continue to be subject to the jurisdiction of the courts of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those and of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company federal courts sitting in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle Countyand (B) to the extent that such party is not otherwise subject to service of process in the State of Delaware, or, if that court does not have jurisdiction, a federal court sitting to appoint and maintain an agent in Wilmington, the State of Delaware in any action or proceeding arising out as such party’s agent for acceptance of or relating to this Agreement or any legal processes and notify the other parties of the transactions contemplated by this Agreement; (b) agrees that all claims in respect name and address of such action or proceeding agent, and that, to the fullest extent permitted by applicable law, service made pursuant to (B) above shall be heard have the same legal force and determined only in any effect as if served upon such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out party personally within the State of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other courtDelaware. Each of the Company and parties hereby irrevocably waives, to the Participants waives fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum to for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any action or proceeding so brought and waives any bond, surety or such dispute may be enforced in other security that might be required of any other Person with respect thereto. The Company or any Participant may make service jurisdictions by suit on the Company judgment or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted provided by law.

Governing Law; Submission to Jurisdiction. This Agreement and all rights, remedies, liabilities, powers and duties of the parties hereto and thereto, shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect applicable to contracts executed in and to be performed entirely within that State. Buyer, Merger Sub and the Principal Stockholder irrevocably agree that any choice legal action or conflict of law provision proceeding with respect to this Agreement or rule (whether of the State of Delaware for recognition or any other jurisdiction) that would cause the application of laws enforcement of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company judgment in respect of hereof by brought by the matters covered by this Agreement shall at all times also other party hereto or its successors and assigns may be subject to any applicable provisions of brought and determined in the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of or other courts in the State of Delaware, New Castle Countyand Buyer, orMerger Sub and the Principal Stockholder hereby irrevocably submit with regard to any such action or proceeding for itself and in respect to its property, if that court does generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and to accept service of process in any manner permitted by such courts. Buyer, Merger Sub and the Company hereby irrevocably waive, and agree not have jurisdictionto assert, by way of motion, as a federal court sitting in Wilmingtondefense, Delaware counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement or Agreement, (a) any claim that it is not personally subject to the jurisdiction of the transactions contemplated by this Agreementaforesaid courts for any reason other than the failure to lawfully serve process; (b) agrees that all claims in respect it or its property is exempt or immune from jurisdiction of such action or proceeding shall be heard and determined only in any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); (c) agrees to the fullest extent permitted by applicable law, that it shall not attempt to deny (i) the suit, action or defeat such personal jurisdiction by motion or other request for leave from proceeding in any such courtcourt is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts; and or (d) agrees not any right to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated a trial by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawjury.

Governing Law; Submission to Jurisdiction. This agreement and each Terms Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect New York applicable to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights agreements made and obligations of the Participants, Industry Members and other Persons contracting with the Company to be performed in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereundersuch State. Each of the Company and the Participants: (a) consents to submit itself Guarantor submits to the non-exclusive personal jurisdiction of any Federal or State court in the Court of Chancery of the City, County and State of DelawareNew York, New Castle CountyUnited States of America, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any legal suit, action or proceeding based on or arising out of or relating to under this Agreement or any of the transactions contemplated by this Agreement; (b) agreement and agrees that all claims in respect of such action suit or proceeding shall may be heard and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any Guarantor waives, to the extent permitted by law, the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of any such legal suit, action or proceeding so brought proceeding. Each of the Company and waives the Guarantor hereby designates and appoints Rio Doce America, Inc. (the “Process Agent”), as its authorized agent, upon whom process may be served in any bondsuch legal suit, surety action or other security proceeding, it being understood that might be required the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any other Person with respect thereto. The Company or any Participant may make service further action on the part of either the Company or any other Participant by sending or delivering a copy of the process Guarantor. Such appointment shall be irrevocable to the party extent permitted by applicable law and subject to be served at the address and appointment of a successor agent in the manner provided for the giving of notices in Section 12.1. Nothing United States on terms substantially similar to those contained in this Section 12.212 and reasonably satisfactory to you. If the Process Agent shall cease to act as agent for services of process for either the Company or the Guarantor, howeverthe Company or the Guarantor, as the case may be, shall appoint, without unreasonable delay, another such agent, and notify you of such appointment. Each of the Company and the Guarantor represents to the Underwriters that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. Each of the Company and the Guarantor hereby authorizes and directs the Process Agent to accept such service. Each of the Company and the Guarantor further agrees that service of process upon the Process Agent and written notice of said service to such party shall be deemed in every respect effective service of process upon the Company or the Guarantor, as the case may be, in any such legal suit, action or proceeding. Nothing herein shall affect the right of any Person Underwriter or any person controlling any Underwriter to serve legal process in any other manner permitted by law.

Governing Law; Submission to Jurisdiction. This Agreement Warrant and all disputes or controversies arising out of or relating to this Warrant shall be governed by by, and construed in accordance with with, the Delaware Act and internal laws and decisions of the State of Delaware New York, without giving effect regard to any choice or conflict principles of law provision or rule (whether conflicts of the State of Delaware or any other jurisdiction) laws that would cause apply the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderjurisdictions. Each of the Company and the Participants: (a) consents Holder agrees that it shall bring any litigation with respect to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding claim arising out of or relating related to this Agreement, exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in New York County (together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or any the Transactions, each of them (a) irrevocably submits to the exclusive jurisdiction of the transactions contemplated by this Agreement; Chosen Courts, (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or as not having jurisdiction over either the Company or the Holder, (d) agrees that all claims to the extent permitted by the rules of the court in respect which any such action or proceeding is brought, service of process in such action or proceeding shall be heard and determined only effective if notice is given in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out accordance with Section 6.9 of or relating to this Warrant, although nothing contained in this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawlaw and (e) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (a) nothing in this Section 6.11 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (b) each of the Company and the Holder waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment issued by a Chosen Court in any jurisdiction in the world.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice all disputes or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding controversies arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to principals of conflicts of laws. Each Party agrees that it shall bring any litigation with respect to any claim arising out of or related to this Agreement, exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in New York County (together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement (i) irrevocably submits to the exclusive jurisdiction of the transactions contemplated by this Agreement; Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over either Party, (iv) agrees that all claims service of process upon such Party in respect of any such action or proceeding shall be heard and determined only effective if notice is given in any such court; (caccordance with Section 8(k) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement, although nothing contained in this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawlaw and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (i) nothing in this Section 8(l) shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each Party agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. court.‌ Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by law.

Governing Law; Submission to Jurisdiction. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by by, and construed in accordance with with, the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided , without regard to the laws of any other jurisdiction that the rights and obligations might be applied because of the Participants, Industry Members and other Persons contracting with the Company in respect conflicts of laws principles of the matters covered by this Agreement shall at all times also be subject to any applicable provisions State of the Exchange Act and any rules and regulations promulgated thereunderDelaware. Each of the Company parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the other party or its successors or assigns shall be brought and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of determined in the Court of Chancery of the State of Delaware, New Castle County, Delaware (or, if that such court does not have lacks subject matter jurisdiction, in the Superior Court of the State of Delaware or the United States District Court for the District of Delaware), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a federal court sitting in Wilmingtondefense, Delaware counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) agrees that all claims it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in respect such courts (whether through service of such notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding shall be heard and determined only in any such court; court is brought in an inconvenient forum, (cii) agrees that it shall not attempt to deny or defeat the venue of such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any suit, action or proceeding arising out of is improper or relating to (iii) this Agreement Agreement, or any of the transaction contemplated subject matter hereof, may not be enforced in or by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawsuch courts.

Governing Law; Submission to Jurisdiction. This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document and the transactions contemplated hereby and thereby shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to New York. The Company irrevocably and unconditionally agrees that it will not commence any choice action, litigation or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws proceeding of any jurisdictions other than those of kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the State of Delaware; provided that the rights and obligations of the ParticipantsAdministrative Agent, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company Bank or their respective Affiliates and the Participants: (a) consents to submit itself to partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such the exclusive personal jurisdiction of the Court of Chancery of the State of DelawareAdministrative Agent, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware each Bank and their respective Affiliates in any action or proceeding arising out of or way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the transactions contemplated by this Agreement; (b) State of New York sitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof. Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be heard conclusive and determined only may be enforced in other jurisdictions by suit on the judgment or in any such court; (c) agrees other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that it shall not attempt to deny the Administrative Agent or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not Bank may otherwise have to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of Loan Document against the Company and or its properties in the Participants waives any defense of inconvenient forum to the maintenance courts of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect theretojurisdiction. The Company irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or any Participant may make service on hereafter have to the Company or any other Participant by sending or delivering a copy laying of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right venue of any Person to serve legal process such proceeding brought in such a court and any other manner permitted by lawclaim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Governing Law; Submission to Jurisdiction. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (each a “Claim”), directly or indirectly, shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to New York. Except as set forth below, no Claim may be commenced, prosecuted or continued in any choice or conflict of law provision or rule (whether court other than the courts of the State of Delaware New York located in the City and County of New York or any other jurisdiction) that would cause in the application United States District Court for the Southern District of laws New York, which courts shall have jurisdiction over the adjudication of any jurisdictions other than those of the State of Delawaresuch matters; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions each such matter each of the Exchange Act Underwriters and the Company consents to the personal jurisdiction over it of such courts, the laying of venue in such courts and the validity of service of process upon it made in any rules manner by which notice is permitted to be made to it under Section 14 hereof at the address(es) for it set forth therein (and regulations promulgated thereunderin the case of any Underwriter, the address to be used for any notice pursuant to Section 7). Each of the Company Underwriters and the Participants: (a) Company hereby consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware venue and the validity of service of process in any action or proceeding manner permitted by applicable law at such address(es) in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against any Underwriter or any of the transactions contemplated by this Agreement; indemnified party. EACH OF THE UNDERWRITERS AND THE COMPANY (bON ITS BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS SHAREHOLDERS AND AFFILIATES) agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court; WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (cWHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other courtIN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT. Each of the Company Underwriters and the Participants waives Company agrees that a final, non-appealable judgment in any defense of inconvenient forum to the maintenance of such action, proceeding or counterclaim brought in any action or proceeding so brought such court shall be conclusive and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy binding upon each of the process to Underwriters and the party to Company, respectively, and may be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process enforced in any other manner permitted courts to the jurisdiction of which each of the Underwriters and the Company, respectively, is or may be subject, by lawsuit upon such final, non-appealable judgment.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with and governed by the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, without regard to the conflicts of laws rules thereof. Each of the parties hereto (a) irrevocably submits itself to the personal jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if that court does not have jurisdictionthe Delaware Court of Chancery declines to accept jurisdiction over a particular matter, a any state or federal court sitting in Wilmington, within the State of Delaware) and any state appellate court therefrom within the State of Delaware in the event any action or proceeding arising dispute arises out of or relating to this Agreement or any of the transactions contemplated by this Agreement; , (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court; (c) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , (c) agrees that it will not bring any action relating to this Agreement in any court other than such court, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court, and (d) agrees not waives any right to bring trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other courtAgreement. Each of the Company and the Participants waives any defense of inconvenient forum parties hereto further agrees that notice sent via a nationally recognized overnight courier service to the maintenance address set forth below such party’s signature hereto shall constitute sufficient service of any action or proceeding so brought process and waives any bond, surety or other security argument that might be required of any other Person with respect theretosuch service is insufficient. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy Each of the process parties hereto hereby irrevocably and unconditionally waives, and agrees not to the party to be served at the address and in the manner provided for the giving assert, by way of notices in Section 12.1. Nothing in this Section 12.2motion or as a defense, howevercounterclaim or otherwise, shall affect the right of any Person to serve legal process in any other manner permitted action related to or arising out of this Agreement, that (x) the action in such court is brought in an inconvenient forum, (y) the venue of such action is improper or (z) this Agreement or the subject matter hereof may not be enforced in or by lawsuch court.

Governing Law; Submission to Jurisdiction. This Agreement and each other Transaction Agreement (and any claims, causes of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of Laws (as opposed to the State of Delaware without giving effect to any choice or conflict conflicts of law provision or rule (whether of the State of Delaware or any other jurisdictionprovisions) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company Seller and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of DelawareBuyer agrees that any dispute, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action controversy or proceeding claim arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; the Transaction Agreements, or the validity, interpretation, breach or termination of any such agreement, including claims seeking redress or asserting rights under any Law (ba “Dispute”) agrees that all claims shall be resolved only in respect the Courts of the State of Delaware sitting in the County of New Castle or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts, provided that, any suit, action, litigation, proceeding or claim against any Lender Related Party (whether in law or equity or in contract, tort or otherwise) in connection with any aspect of the Debt Financing will be governed, including as to validity, interpretation, and effect, by the laws of the State of New York and shall be tried and litigated only in the state courts, and to the extent permitted by applicable law, federal courts, in each case located in New York County, New York and each of the parties hereto submits to the exclusive jurisdiction and venue of such action or proceeding shall be heard and determined only in courts relative to any such court; (c) agrees claim, controversy or dispute. In that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; context, and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any without limiting the generality of the transaction contemplated foregoing, each of Parent, Seller and Buyer by this Agreement in any other court. Each of the Company irrevocably and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by law.unconditionally:

Governing Law; Submission to Jurisdiction. Each party hereto irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in this Section 7(h) in any such action or proceeding by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 7(m); provided, however, that the foregoing shall not limit the right of a party hereto to effect service of process on the other parties hereto by any other legally available method. This Agreement shall will be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdictions jurisdiction other than those of the State of Delaware; provided . In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of the Participants, Industry Members and other Persons contracting with the Company any judgment in respect of the matters covered by this Agreement shall at all times also and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns, will be subject to any applicable provisions brought and determined exclusively in the Delaware Court of the Exchange Act Chancery and any rules and regulations promulgated thereunderstate appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Company parties hereby irrevocably submits with regard to any such action or proceeding for itself and the Participants: (a) consents to submit itself in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the Court of Chancery aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the State parties by this Agreement irrevocably waives, and agrees not to assert, by way of Delawaremotion, New Castle Countyas a defense, orcounterclaim or otherwise, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating with respect to this Agreement or Agreement, (i) any claim that it is not personally subject to the jurisdiction of the transactions contemplated above-named courts for any reason other than the failure to serve in accordance with Section 7(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (x) the action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such action or proceeding is improper or (z) this Agreement; (b) agrees , or the subject matter hereof, may not be enforced in or by such courts. The parties hereto agree that all claims a final trial court judgment in respect of any such action or proceeding shall be heard conclusive and determined only may be enforced in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction other jurisdictions by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service suit on the Company judgment or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted provided by law; provided, however, that nothing in the foregoing shall restrict any such party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Purchaser, for itself and construed in accordance with on behalf of its Affiliates, and Parent and Seller, for themselves and on behalf of their respective Subsidiaries, hereby irrevocably submit to the Delaware Act and internal laws and decisions jurisdiction of the courts of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether New York and the federal courts of the State United States of Delaware or any other jurisdiction) that would cause America located in the application State, City and County of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company New York solely in respect of the matters covered by interpretation and enforcement of the provisions of this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any respect of the transactions contemplated by hereby. Purchaser, Parent and Seller irrevocably agree, subject to subsection (c) of this Agreement; (b) agrees Section 12.6, that all claims in respect of such action the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby, or proceeding with respect to any Action, shall be heard and determined only in such a New York State or federal court, and that such jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Purchaser, Parent and Seller hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or in respect of any such court; (c) transaction, that it is not subject to such jurisdiction. Purchaser, Parent and Seller hereby waive, and agree not to assert, to the maximum extent permitted by law, as a defense in any Action for the interpretation or enforcement hereof or in respect of any such transaction, that such Action may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. Purchaser, Parent and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion mailing of process or other request for leave from papers in connection with any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and Action in the manner provided for the giving of notices in Section 12.1. Nothing 12.3 or in this Section 12.2, however, shall affect the right of any Person to serve legal process in any such other manner as may be permitted by law, shall be valid and sufficient service thereof. Notwithstanding the terms of this Section 12.6(a), disputes with respect to the Closing Statement and the calculation of the Closing Date Value shall be resolved in accordance with the terms of Section 2.5.

Governing Law; Submission to Jurisdiction. This Agreement and each Note shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect New York. Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Borrower, any Administrative Agent, the Servicing Agent, any Bank or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in any choice or conflict of law provision or rule (whether forum other than the courts of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those New York sitting in New York County and of the State of Delaware; provided that the rights and obligations United States District Court of the ParticipantsSouthern District of New York, Industry Members and other Persons contracting with any appellate court from any thereof, and each of the Company parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State or, to the matters covered fullest extent permitted by this Agreement shall at all times also be subject to any applicable provisions law, in such federal court. Notwithstanding the foregoing sentence, each of the Exchange Act 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 rules other manner provided by law. The Borrower irrevocably and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself unconditionally waives, to the exclusive personal jurisdiction fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the Court venue of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court; (c) agrees that it shall not attempt court referred to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to in this Agreement or any of the transaction contemplated by this Agreement in any other courtSection. Each of the Company and parties hereto hereby irrevocably waives, to the Participants waives any fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any such action or proceeding so brought and waives in any bond, surety or other security that might be required such court. Each party hereto irrevocably consents to service of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.19.01. Nothing in this Section 12.2, however, shall Agreement will affect the right of any Person party hereto to serve legal process in any other manner permitted by applicable law.

Governing Law; Submission to Jurisdiction. This Except as otherwise expressly set forth in this Agreement, all issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto shall be governed by by, and construed in accordance with with, the Delaware Act and internal laws and decisions of the State of Delaware Delaware, without giving effect to any choice of law or conflict of law provision rules or rule provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdictions jurisdiction other than those the State of Delaware. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement or the transactions contemplated thereby may be brought against any of the parties only in the Chancery Court of the State of Delaware; provided that Delaware (or, if the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Chancery Court of Chancery of the State of DelawareDelaware declines to accept jurisdiction over a particular matter, New Castle County, any Delaware State court or, if that to the extent permitted by Requirements of Law, any Federal court does not have jurisdictionof the United States of America, a federal court sitting within the State of Delaware), and, except as otherwise expressly set forth in Wilmingtonthis Agreement, Delaware each of the parties hereto consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding arising out and waives any objection to venue laid therein. Notwithstanding the foregoing, the parties hereby further agree that, (i) the Debt Commitment Letters and the performance thereof by the Financing Sources shall be governed by and construed in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof and (ii) it will not bring any legal proceeding, whether in Requirements of Law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in , including any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding dispute arising out of or relating in any way to this Agreement the Debt Commitment Letters or the performance thereof, in any forum other than the Supreme Court of the transaction contemplated by this Agreement in any other court. Each State of the Company and the Participants waives any defense New York, County of inconvenient forum to the maintenance New York, or, if under applicable Requirements of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and Law exclusive jurisdiction is vested in the manner provided Federal courts, the United States District Court for the giving Southern District of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawNew York (and appellate courts thereof).

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice all legal or conflict of law provision administrative proceedings, suits, investigations, arbitrations or rule actions (“Actions”) (whether of the State of Delaware at law, in equity, in contract, in tort or any other jurisdictionotherwise) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participantsbased upon, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the transactions contemplated by this Agreement; (b) agrees State of New York applicable to contracts executed in and to be performed entirely within that all claims in respect State, regardless of such action or proceeding shall be heard and determined only in the laws that might otherwise govern under any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding applicable conflict of laws principles. All Actions arising out of or relating to this Agreement or any shall be heard and determined in the Courts of the transaction contemplated by this Agreement State of New York sitting in the County of New York, the United States District Court for the Southern District of New York, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any other court. Each of such Action and irrevocably waive the Company and the Participants waives any defense of an inconvenient forum or lack of jurisdiction to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect theretosuch Action. The Company consents to jurisdiction and venue set forth in this Section 9(i) shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or any Participant may make service on the Company or any other Participant relating to this Agreement shall be effective if notice is given by sending or delivering a copy of the process to the party to be served overnight courier at the address and in the manner provided for the giving of notices set forth in Section 12.19(e) of this Agreement. Nothing The parties hereto agree that a final judgment in this Section 12.2, however, any such Action shall affect be conclusive and may be enforced in other jurisdictions by suit on the right of any Person to serve legal process judgment or in any other manner permitted provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement letter agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of Delaware. Any and all claims, controversies and causes of action arising out of or relating to this letter agreement, whether sounding in contract, tort or statute, shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware Delaware, including its statutes of limitations, without giving effect to any choice conflict-of-laws or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) rules that would cause result in the application of the laws or statutes of any jurisdictions other than those limitations of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereundera different jurisdiction. Each of the Company and the Participants: parties hereto (ai) irrevocably consents to submit the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts (as defined below)) in any Legal Proceeding relating to this letter agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.2 of the Merger Agreement or in such other manner as may be permitted by applicable law, and nothing in this Section 6 will affect the right of any party hereto to serve legal process in any other manner permitted by applicable law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive personal general jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, Delaware and any state appellate court therefrom within the State of Delaware (or, if that court does not have jurisdictionthe Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, a any federal court sitting within the State of Delaware (and any appellate court therefrom) or, if any federal court within the State of Delaware declines to accept jurisdiction over a particular matter, any state court within the State of Delaware (and any appellate court therefrom)) (the “Chosen Courts”) in Wilmington, Delaware in the event that any action dispute or proceeding arising controversy arises out of this letter agreement or relating to this Agreement or any of the transactions contemplated by this Agreementhereby; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court; (ciii) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this letter agreement or the transactions contemplated hereby will be brought, tried and determined only in the Chosen Courts; (dv) irrevocably and unconditionally waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action or proceeding arising out of or Legal Proceeding relating to this Agreement letter agreement or any of the transaction transactions contemplated by this Agreement hereby in any court other courtthan the Chosen Courts. Each of the Company parties hereto agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or may be enforced in other security that might be required of any other Person with respect thereto. The Company or any Participant may make service jurisdictions by suit on the Company judgment or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted provided by lawapplicable Law. The parties hereto agree that any violation of this Section 6 shall constitute a material breach of this letter agreement and shall constitute irreparable harm.

Governing Law; Submission to Jurisdiction. (i) This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice all matters, claims or conflict of law provision or rule Actions (whether of the State of Delaware at law, in equity, in Contract, in tort or any other jurisdictionotherwise) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participantsbased upon, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any the negotiation, execution or performance of this Agreement (collectively, the “Relevant Matters”), shall be governed by, and construed in accordance with, the laws of the transactions contemplated by this Agreement; (b) agrees State of Delaware, regardless of the laws that all claims in respect might otherwise govern under any applicable conflict of such action Laws principles. All Actions arising out of or proceeding relating to any Relevant Matter shall be heard and determined only in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such court; (cAction and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 9(h) and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that it shall not attempt to deny or defeat service of process upon such personal jurisdiction by motion or other request for leave from party in any such court; and (d) agrees not to bring any action or proceeding Action arising out of or relating to this Agreement or any shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of the transaction contemplated by this Agreement in any other courtAgreement. Each of the Company The parties hereto and the Participants waives Parties hereby waive any defense of inconvenient forum right to the maintenance of stay or dismiss any action or proceeding so in connection with any Relevant Matter brought and waives before the foregoing courts on the basis of (i) any bondclaim that it is not personally subject to the jurisdiction of the above-named courts for any reason or that it or any of its property is immune from the above-described legal process, surety (ii) that such action or proceeding is brought in an inconvenient forum, that venue for the action or proceeding is improper or that this Agreement may not be enforced in or by such courts, or (iii) any other security defense that might be required would hinder or delay the levy, execution or collection of any other Person with respect theretoamount to which any Party hereto is entitled pursuant to any final judgment of any court having jurisdiction. The Company or parties hereto agree that a final judgment in any Participant such Action shall be conclusive and may make service be enforced in other jurisdictions by suit on the Company judgment or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted provided by lawapplicable Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws Laws of any jurisdictions jurisdiction other than those of the State of Delaware; provided that the rights and obligations of the Participants. Any legal suit, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to based upon this Agreement or any of the transactions contemplated by this Agreement; hereby may only be instituted in the federal courts of the United States of America located in the State of Delaware or the Courts of Chancery of the State of Delaware (b) agrees that all claims or, if such court lacks subject matter jurisdiction, in respect the Superior Court of the State of Delaware), so long as one of such courts shall have subject-matter jurisdiction over such suit, action or proceeding proceeding, and that any case of action arising out of this Agreement shall be heard and determined only deemed to have arisen from a transaction of business in the State of Delaware. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court; (c) agrees that it shall . The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not attempt to deny plead or defeat such personal jurisdiction by motion or other request for leave from claim in any such court; and (d) agrees not to bring court that any such suit, action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement brought in any other court. Each of the Company and the Participants waives any defense of such court has been brought in an inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawforum.

Governing Law; Submission to Jurisdiction. This Agreement and each Note shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect New York. Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Borrower, any Administrative Agent, the Servicing Agent, any Bank or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in any choice or conflict of law provision or rule (whether forum other than the courts of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those New York sitting in New York County and of the State of Delaware; provided that the rights and obligations United States District Court of the ParticipantsSouthern District of New York, Industry Members and other Persons contracting with any appellate court from any thereof, and each of the Company parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State or, to the matters covered fullest extent permitted by this Agreement shall at all times also be subject to any applicable provisions law, in such federal court. Notwithstanding the foregoing sentence, each of the Exchange Act 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 rules and regulations promulgated thereunderother manner provided by law. Each of the Company parties hereto hereby irrevocably and the Participants: (a) consents to submit itself unconditionally waives, to the exclusive personal jurisdiction fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the Court venue of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court; (c) agrees that it shall not attempt court referred to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to in this Agreement or any of the transaction contemplated by this Agreement in any other courtSection. Each of the Company and parties hereto hereby irrevocably waives, to the Participants waives any fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any such action or proceeding so brought and waives in any bond, surety or other security that might be required such court. Each party hereto irrevocably consents to service of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.19.01. Nothing in this Section 12.2, however, shall Agreement will affect the right of any Person party hereto to serve legal process in any other manner permitted by applicable law.

Governing Law; Submission to Jurisdiction. This Deposit Agreement and any and all ADRs shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to New York. Notwithstanding anything contained in this Deposit Agreement, an ADR or any choice present or conflict future provisions of law provision or rule (whether the laws of the State of Delaware or New York, the rights of holders of Shares and of any other jurisdiction) that would cause Deposited Securities and the application obligations and duties of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered holders of Shares and other Deposited Securities, as such, shall be governed by this Agreement shall at all times also be subject to any applicable provisions the laws of England (or, if applicable, such other laws as may govern the Exchange Act and any rules and regulations promulgated thereunderDeposited Securities). Each of Except as set forth herein, the Company and the Participants: (a) consents Depositary agree that the federal or state courts in the Borough of Manhattan, The City of New York shall have jurisdiction to submit itself hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection with this Deposit Agreement and, for such purposes, each irrevocably submits to the non-exclusive personal jurisdiction of such courts. The Company hereby irrevocably designates, appoints and empowers CT Corporation System, 100 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the Court "Agent") as its authorized agent to receive and accept for and on its behalf, and on behalf of Chancery its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company in any federal or state court as described in the preceding sentence or in the next paragraph. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York on the terms and for the purposes of this paragraph reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in this Deposit Agreement. The Company agrees that the failure of the State Agent to give any notice of Delaware, New Castle County, or, if that court does such service to it shall not have jurisdiction, a federal court sitting impair or affect in Wilmington, Delaware any way the validity of such service or any judgment rendered in any action or proceeding arising out of based thereon. Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in the event that a Holder or relating to this Agreement Beneficial Owner brings a suit, action or any of proceeding against (a) the transactions contemplated by this Agreement; Company, (b) agrees that all claims the Depositary in respect of such action its capacity as Depositary under this Deposit Agreement or proceeding shall be heard and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of against both the Company and the Participants waives Depositary, in any defense such case, in any state or federal court of inconvenient forum the United States, and the Depositary or the Company have any claim, for indemnification or otherwise, against each other arising out of the subject matter of such suit, action or proceeding, then the Company and the Depositary may pursue such claim against each other in the state or federal court in the United States in which such suit, action, or proceeding is pending and, for such purposes, the Company and the Depositary irrevocably submit to the maintenance non-exclusive jurisdiction of such courts. The Company agrees that service of process upon the Agent in the manner set forth in the preceding paragraph shall be effective service upon it for any suit, action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect theretoagainst it as described in this paragraph. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any Participant may make actions, suits or proceedings brought in any court as provided in this section, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, and agrees not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service on the Company of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, from execution of judgment, or from any other Participant by sending legal process or delivering a copy of the process to the party to be served at the address and in the manner provided proceeding for the giving of notices any relief or for the enforcement of any judgment, and consents to such relief and enforcement against it, its assets and its revenues in Section 12.1any jurisdiction, in each case with respect to any matter arising out of, or in connection with, this Deposit Agreement, any ADR or the Deposited Securities. Nothing in EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN ADRS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY). The provisions of this Section 12.218 shall survive any termination of this Deposit Agreement, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawwhole or in part.

Governing Law; Submission to Jurisdiction. This Agreement Limited Guarantee and all claims and defenses arising out of or relating to this Limited Guarantee or the breach, termination or validity of this Limited Guarantee, shall in all respects be governed by by, and construed in accordance with with, the Delaware Act and internal laws and decisions of the State of Delaware New York without giving effect to any choice of law or other conflict of law provision or rule (whether of the State of Delaware New York or any other jurisdiction) that would cause the application of the laws of any jurisdictions jurisdiction other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderNew York. Each of the Company and the Participants: The parties hereto hereby (a) consents to submit for itself and its property to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, any state court sitting in New Castle County, or, if that court does not have jurisdiction, a York City or any federal court sitting in Wilmington, Delaware in the Southern District of New York for the purpose of any action or proceeding arising out of or relating to this Agreement or letter agreement brought by any of the transactions contemplated by this Agreement; party hereto, (b) agrees consents that all claims in respect of any such action or proceeding may and shall be heard brought in such courts and determined only in waives any objection that it may now or hereafter have to the venue or jurisdiction of any such courtaction in such court or that such court is an inconvenient forum for the action and agrees not to assert, plead or claim the same; (c) agrees that it the final judgment of such court shall not attempt be enforceable in any court having jurisdiction over the relevant party or any of its assets; (d) irrevocably waives any right to deny or defeat such personal jurisdiction by motion or other request for leave from remove any such action from the state court sitting in New York City or any federal court sitting in the Southern District of New York to any other court; (e) agrees that service of process in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the address set forth in Section 7 of this Limited Guarantee); and (dvi) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing nothing in this Section 12.2, however, Limited Guarantee shall affect the right to effect service of any Person to serve legal process in any other manner permitted by lawthe applicable rules of procedure.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, the Notes, and the other Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas. Without limiting the intent of the parties set forth above, (a) Chapter 346 of the Texas Finance Code, as amended (relating to revolving loans and revolving tri-party accounts), shall not apply to this Agreement, the Notes, or the transactions contemplated hereby and (b) to the extent that any Lender may be subject to Texas law limiting the amount of interest payable for its account, such Lender shall utilize the indicated (weekly) rate ceiling from time to time in effect. Each Letter of Credit shall be governed by either the Uniform Customs and construed in accordance with Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or the Delaware Act International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590 (and internal laws and decisions any subsequent revisions thereof approved by a Congress of the State International Chamber of Delaware without giving effect Commerce and adhered to any choice or conflict of law provision or rule (whether of by the State of Delaware or any other jurisdiction) that would cause Issuing Lender). The Borrower hereby irrevocably submits to the application of laws jurisdiction of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a Texas state or federal court sitting in WilmingtonHouston, Delaware Texas in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (b) other Loan Documents, and the Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding shall may be heard and determined only in any such court; (c) agrees that . The Borrower hereby unconditionally and irrevocably waives, to the fullest extent it shall not attempt may effectively do so, any right it may have to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of an inconvenient forum to the maintenance of such action or proceeding. The Borrower hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding so brought and waives any bond, surety or other security that might may be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant made by sending mailing or delivering a copy of the such process to such Borrower at its address set forth in this Agreement. The Borrower 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 party to be served at the address and judgment or in the any other manner provided for the giving of notices in Section 12.1by law. Nothing in this Section 12.2, however, shall affect the right rights of any Person Lender to serve legal process in any other manner permitted by lawthe law or affect the right of any Lender to bring any action or proceeding against the Borrower or its Property in the courts of any other jurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations , regardless of the Participants, Industry Members laws that might otherwise govern under applicable conflicts of law principles. Each of Acquiror and Xxxxxxxxxxx agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other Persons contracting with jurisdictions by suit on the Company judgment or in respect of the matters covered any other manner provided by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderXxx. Each of the Company and the Participants: parties hereto (a) consents to submit himself, herself or itself to the exclusive personal jurisdiction of the Court of Chancery of the State of DelawareDelaware or, solely if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle CountyCounty in the State of Delaware (the “Chosen Courts”), or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in with respect to any action or proceeding dispute arising out of or of, relating to or in connection with this Agreement or any of the transactions actions contemplated by this Agreement; hereby, (b) agrees that all claims in respect of such action he, she or proceeding shall be heard and determined only in any such court; (c) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; Chosen Court, and (dc) agrees that he, she or it will not to bring any action or proceeding arising out of or of, relating to or in connection with this Agreement or any of the transaction actions contemplated by this Agreement in any court other courtthan any such Chosen Court. Each of the Company parties hereto irrevocably and the Participants unconditionally waives any defense of inconvenient forum objection to the maintenance laying of venue of any claim, action, suit, litigation, arbitration, proceeding or governmental or administrative investigation, audit, inquiry or action (“Legal Proceeding”) arising out of this Agreement or proceeding so the transactions contemplated hereby in the Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such Chosen Court that any such Legal Proceeding brought and waives in any bond, surety or other security such Chosen Court has been brought in an inconvenient forum. Each of the parties hereto hereby agrees that might be required service of any other Person with respect thereto. The Company process, summons, notice or any Participant may make service on the Company or any other Participant document by sending or delivering a copy of the process U.S. registered mail to the party respective addresses in accordance with Section 5.04 shall be effective service of process for any proceeding arising out of, relating to be served at or in connection with this Agreement or the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawactions contemplated hereby.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice all matters, claims or conflict of law provision or rule Actions (whether of the State of Delaware at law, in equity, in Contract, in tort or any other jurisdictionotherwise) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participantsbased upon, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any the negotiation, execution or performance of this Agreement (collectively, the “Relevant Matters”), shall be governed by, and construed in accordance with, the laws of the transactions contemplated by this Agreement; (b) agrees State of Delaware, regardless of the laws that all claims in respect might otherwise govern under any applicable conflict of such action Laws principles. All actions arising out of or proceeding relating to any Relevant Matter shall be heard and determined only in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such court; (c) action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such action. The consents to jurisdiction and venue set forth in this Section 8.8 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 8.8 and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that it shall not attempt to deny or defeat service of process upon such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring party in any action or proceeding arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 8.4 of this Agreement. The parties hereto hereby waive any right to stay or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of dismiss any action or proceeding so in connection with any Relevant Matter brought and waives before the foregoing courts on the basis of (i) any bondclaim that it is not personally subject to the jurisdiction of the above-named courts for any reason or that it or any of its property is immune from the above-described legal process, surety (ii) that such action or proceeding is brought in an inconvenient forum, that venue for the action or proceeding is improper or that this Agreement may not be enforced in or by such courts, or (iii) any other security defense that might be required would hinder or delay the levy, execution or collection of any other Person with respect theretoamount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction. The Company or parties hereto agree that a final judgment in any Participant such action shall be conclusive and may make service be enforced in other jurisdictions by suit on the Company judgment or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted provided by lawapplicable Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by construed, interpreted and construed the rights of the parties determined in accordance with the Delaware Act and internal laws and decisions of the State of Delaware New York (without giving effect reference to any choice or conflict of law provision rules that would require the application of the laws of any other jurisdiction). Except as otherwise provided in this Agreement, each party irrevocably agrees that any legal action or rule (whether proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party or its successors or assigns shall be brought exclusively in the state and federal courts of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those New York and each of the State of Delaware; provided that the rights parties hereby (x) irrevocably submits with regard to any such action or proceeding for itself and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act its property, generally and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself unconditionally, to the exclusive personal jurisdiction of the Court of Chancery of aforesaid courts in the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in event any action or proceeding arising dispute arises out of or relating to this Agreement or any of the transactions transaction contemplated by this Agreement; hereby, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court; (cy) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; court and (dz) agrees that it will not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement hereby in any court other courtthan the aforesaid courts. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 4.8. Each of the Company parties hereby irrevocably waives, and the Participants waives any defense agrees not to assert, by way of inconvenient forum to the maintenance of motion, as a defense, counterclaim or otherwise, in any action or proceeding so brought and waives Proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any bondclaim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 4.8, surety (c) that it or other security that might be required its property is exempt or immune from jurisdiction of any other Person with respect thereto. The Company such court or from any Participant may make legal process commenced in such courts (whether through service on the Company of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or any other Participant by sending or delivering a copy of the process otherwise), and (d) to the party to be served at fullest extent permitted by applicable laws and regulations that (i) the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process action or proceeding in any other manner permitted such court is brought in an inconvenient forum, (ii) the venue of such action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by lawsuch courts.

Governing Law; Submission to Jurisdiction. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by by, and construed in accordance with with, the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided , without regard to the laws of any other jurisdiction that the rights and obligations might be applied because of the Participants, Industry Members and other Persons contracting with the Company in respect conflicts of laws principles of the matters covered by this Agreement shall at all times also be subject to any applicable provisions State of the Exchange Act and any rules and regulations promulgated thereunderDelaware. Each of the Company parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns against the other party shall be brought and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of determined in the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdictions over a particular matter, then in the United States District Court for the District of Delaware, New Castle County, or, if that court does jurisdiction is not have jurisdictionthen available in the United States District Court for the District of Delaware (but only in such event), a federal then in any court sitting of the State of Delaware in WilmingtonNew Castle County) and any appellate court from any of such courts (in any case, the “Selected Court”), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the Selected Courts 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 or the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the Selected Courts, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; hereby, (a) any claim that it is not personally subject to the jurisdiction of the Selected Courts as described herein for any reason, (b) agrees that all claims it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in respect such courts (whether through service of such notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding shall be heard and determined only in any such court; court is brought in an inconvenient forum, (cii) agrees that it shall not attempt to deny or defeat the venue of such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any suit, action or proceeding arising out of is improper or relating to (iii) this Agreement Agreement, or any of the transaction contemplated subject matter hereof, may not be enforced in or by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawsuch courts.

Governing Law; Submission to Jurisdiction. This Agreement Purchase Option and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect New York pursuant to any choice or conflict of law provision or rule (whether Section 5-1401 of the State of Delaware or any other jurisdiction) that would cause New York General Obligations Law, without regard to the application conflicts of laws of any jurisdictions principals thereof (other than those Section 5-1401 of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderThe New York General Obligations Law). Each of the Company and the ParticipantsThe Company: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delawareagrees that any legal suit, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any of Purchase Option and/or the transactions contemplated by this Agreement; hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) agrees that all claims in respect waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding shall be heard proceeding, and determined only (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such court; suit, action or proceeding. The Company has appointed Xxxxxxxx & Xxxxxxxx LLP as its authorized agent (cthe “Authorized Agent”) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from upon whom process may be served in any such court; and (d) agrees not to bring any suit, action or proceeding arising out of or relating to based upon this Agreement Purchase Option or any of the transaction transactions contemplated by this Agreement herein which may be instituted in any other court. Each of New York Court, by the Company Holder or by any person who controls any Underwriter, and expressly accepts the Participants waives any defense of inconvenient forum to the maintenance exclusive jurisdiction of any such court in respect of any such suit, action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect theretoproceeding. The Company or any Participant may make hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service on of process, and the Company or agrees to take any other Participant by sending or delivering a copy and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, the Company hereby agrees to the exclusive jurisdiction of the process to Supreme Court of the party to be served at the address and State of New York, New York County, or in the manner provided United States District Court for the giving Southern District of notices New York in Section 12.1connection with any action brought by them arising out of or based upon this Purchase Option. Nothing in this Section 12.2THE COMPANY (ON BEHALF OF ITSELF AND, howeverTO THE FULLEST EXTENT PERMITTED BY LAW, shall affect the right of any Person to serve legal process in any other manner permitted by lawON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS PURCHASE OPTION AND THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by by, and construed in accordance with with, the Delaware Act and internal laws and decisions Laws of the State of Delaware without giving effect applicable to contracts executed in and to be performed entirely within that State, regardless of the Law that might otherwise govern under applicable principles of conflicts of Law thereof. Each of the parties hereto irrevocably agrees that any choice legal action or conflict Proceeding with respect to this Agreement and the rights and obligations arising hereunder, shall be brought and determined exclusively in the Delaware Court of law provision or rule (whether of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of federal court within the State of Delaware; provided that ) (the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder“Delaware Courts”). Each of the Company and the Participants: (a) parties hereto consents to submit service of process being made upon it through the notice procedures set forth in Section 13, irrevocably submits with regard to any such action or Proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if aforesaid courts and agrees that court does it will not have jurisdiction, a federal court sitting in Wilmington, Delaware in bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only hereby in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or court other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of than the transaction contemplated by this Agreement in any other courtaforesaid courts. Each of the Company parties hereto irrevocably waives, and the Participants waives any defense of inconvenient forum agrees not to the maintenance of assert as a defense, counterclaim or otherwise, in any action or proceeding so brought and waives Proceeding with respect to this Agreement, (i) any bondclaim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 16, surety (ii) any claim that it or other security that might be required its property is exempt or immune from the jurisdiction of any other Person with respect theretosuch court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or Proceeding in 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. The Company or any Participant may make service on Each party hereto expressly acknowledges that the Company or any other Participant by sending or delivering a copy foregoing waiver is intended to be irrevocable under the Law of the process State of Delaware and of the United States of America; provided, however, that each such party’s consent to the party to be served at the address jurisdiction and in the manner provided for the giving of notices in Section 12.1. Nothing service contained in this Section 12.2, however, 16 is solely for the purposes referred to in this Section 16 and shall affect not be deemed to be a general submission to such courts or in the right State of any Person to serve legal process in any Delaware other manner permitted by lawthan for such purpose.

Governing Law; Submission to Jurisdiction. This Agreement All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the Delaware Act and internal laws and decisions of the State of Delaware New York, without giving effect regard to any choice or conflict the principles of conflicts of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderthereof. Each of party agrees that all legal Proceedings concerning the Company interpretations, enforcement and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any defense of the transactions contemplated by this Agreement; Agreement and any other Transaction Documents (bwhether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) agrees that all claims in respect of such action or proceeding shall be heard commenced exclusively in the state and determined only federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court; (c) agrees that it shall not attempt to deny Action or defeat such personal jurisdiction Proceeding by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of the process delivery) to the such party to be served at the address in effect for notices to it under this Agreement and in the manner provided for the giving agrees that such service shall constitute good and sufficient service of notices in Section 12.1process and notice thereof. Nothing contained herein shall be deemed to limit in this Section 12.2, however, shall affect the any way any right of any Person to serve legal process in any other manner permitted by law. If any party hereto shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 5.5, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Submission to Jurisdiction. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by by, and construed in accordance with with, the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided , without regard to the laws of any other jurisdiction that the rights and obligations might be applied because of the Participants, Industry Members and other Persons contracting with the Company in respect conflicts of laws principles of the matters covered by this Agreement shall at all times also be subject to any applicable provisions State of the Exchange Act and any rules and regulations promulgated thereunderDelaware. Each of the Company parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of determined in the Court of Chancery of the State of Delaware, New Castle Countyprovided that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, or, if that court does not have jurisdiction, a then any such legal action or proceeding may be brought in any federal court sitting located in Wilmingtonthe State of Delaware. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts 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. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) agrees that all claims it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in respect such courts (whether through service of such notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding shall be heard and determined only in any such court; court is brought in an inconvenient forum, (cii) agrees that it shall not attempt to deny or defeat the venue of such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any suit, action or proceeding arising out of is improper or relating to (iii) this Agreement Agreement, or any of the transaction contemplated subject matter hereof, may not be enforced in or by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawsuch courts.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware New York without giving effect reference to any choice or conflict such state’s principles of law provision or rule (whether conflicts of law; provided that the laws of the State of Delaware or any other jurisdiction) that would cause Utah shall apply to the application of laws of any jurisdictions other than those extent mandatorily applicable with respect to the Merger. Each of the State of Delaware; provided parties hereto irrevocably agrees that any legal action or Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of the Participants, Industry Members and other Persons contracting with the Company any judgment in respect of the matters covered by this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall at all times also be subject to brought and determined exclusively in any applicable provisions court of the Exchange Act State and any rules and regulations promulgated thereunderCounty of New York, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or Proceeding, in the United States District Court for the Southern District of New York. Each of the Company parties hereto agrees that mailing of process or other papers in connection with any such action or Proceeding in the manner provided in Section 9.1 or in such other manner as may be permitted by applicable Legal Requirements, will be valid and sufficient service thereof. Each of the Participants: (a) consents parties hereto hereby irrevocably submits with regard to submit any such action or Proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if aforesaid courts and agrees that court does it will not have jurisdiction, a federal court sitting in Wilmington, Delaware in bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any court or tribunal other courtthan the aforesaid courts. Each of the Company parties hereto hereby irrevocably waives, and the Participants waives any defense agrees not to assert, by way of inconvenient forum to the maintenance of motion, as a defense, counterclaim or otherwise, in any action or proceeding so brought Proceeding with respect to this Agreement and waives any bondthe rights and obligations arising hereunder, surety or other security that might be required for recognition and enforcement of any other Person with judgment in respect thereto. The Company or of this Agreement and the rights and obligations arising hereunder (i) any Participant may make service on claim that it is not personally subject to the Company or any other Participant by sending or delivering a copy jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 9.8, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner fullest extent permitted by lawthe applicable Legal Requirements, any claim that (x) the suit, action or Proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or Proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Submission to Jurisdiction. This Deposit Agreement and any and all ADRs shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to New York. Notwithstanding anything contained in this Deposit Agreement, an ADR or any choice present or conflict future provisions of law provision or rule (whether the laws of the State of Delaware or New York, the rights of holders of Shares and of any other jurisdiction) that would cause Deposited Securities and the application obligations and duties of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered holders of Shares and other Deposited Securities, as such, shall be governed by this Agreement shall at all times also be subject to any applicable provisions the laws of Jersey (or, if applicable, such other laws as may govern the Exchange Act and any rules and regulations promulgated thereunderDeposited Securities). Each of Except as set forth herein, the Company and the Participants: (a) consents Depositary agree that the federal or state courts in the Borough of Manhattan, The City of New York shall have jurisdiction to submit itself hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection with this Deposit Agreement and, for such purposes, each irrevocably submits to the non-exclusive personal jurisdiction of such courts. The Company hereby irrevocably designates, appoints and empowers Shire Pharmaceuticals Inc. (the Court “Agent”) whose registered office is at 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx XX 00000 and whose business address is 000 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx, XX 00000 as its authorized agent to receive and accept for and on its behalf, and on behalf of Chancery its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company in any federal or state court as described in the preceding sentence or in the next paragraph. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York on the terms and for the purposes of this paragraph reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in this Deposit Agreement. The Company agrees that the failure of the State Agent to give any notice of Delaware, New Castle County, or, if that court does such service to it shall not have jurisdiction, a federal court sitting impair or affect in Wilmington, Delaware any way the validity of such service or any judgment rendered in any action or proceeding arising out of based thereon. Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in the event that a Holder or relating to this Agreement Beneficial Owner brings a suit, action or any of proceeding against (a) the transactions contemplated by this Agreement; Company, (b) agrees that all claims the Depositary in respect of such action or proceeding shall be heard and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to its capacity as Depositary under this Deposit Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by law.or

Governing Law; Submission to Jurisdiction. This Agreement, and all matters arising out of or relating to this Agreement and any of the transactions contemplated hereby or in connection with to any matter which is the subject of this Agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with and governed by the Delaware Act and internal laws and decisions Laws of the State of Delaware applicable to contracts made and to be performed entirely in such state (without giving effect to any choice or conflict the conflicts of law provision or rule (whether of the State of Delaware or any other jurisdiction) provisions thereof that would cause the application of laws law of any jurisdictions jurisdiction other than those of the State of Delaware; provided ). The Parties agree that the rights and obligations any Action seeking to enforce any provision of, or based on any matter arising out of the Participantsor in connection with, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement or the transactions contemplated hereby (whether brought by any Party or any of its Affiliates or against any Party or any of its Affiliates) shall at all times also be subject to any applicable provisions of the Exchange Act heard and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of determined exclusively in the Court of Chancery of the State of Delaware; provided, New Castle Countyhowever, orthat, if that such court does not have jurisdictionjurisdiction over such Action, a such Action shall be heard and determined exclusively in any federal or state court located in the State of Delaware. Consistent with the preceding sentence, each of the Parties hereby (a) submits to the exclusive jurisdiction of any federal or state court sitting in Wilmington, the State of Delaware in for the purpose of any action or proceeding Action arising out of or relating to this Agreement or any of the transactions contemplated brought by this Agreementeither party hereto; (b) agrees that all claims service of process will be validly effected by sending notice in respect accordance with Section 16.1; and (c) irrevocably waives, and agrees not to assert by way of such action motion, defense, or proceeding shall be heard and determined only otherwise, in any such court; (c) agrees Action, any claim that it shall is not attempt subject personally to deny the jurisdiction of the above-named courts, that its property is exempt or defeat such personal jurisdiction by motion immune from attachment or other request for leave from any such court; and (d) agrees not to bring any action execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or proceeding arising out of or relating to that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the transaction contemplated by this Agreement in any other courtabove named courts. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or Parties agrees that a judgment in such Action may be enforced in other security that might be required of any other Person with respect thereto. The Company or any Participant may make service jurisdictions by suit on the Company judgment or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted provided by lawany applicable Law.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations , regardless of the Participants, Industry Members laws that might otherwise govern under applicable conflicts of law principles. Each of Acquiror and Xxxxxxxxxxx agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other Persons contracting with jurisdictions by suit on the Company judgment or in respect of the matters covered any other manner provided by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderXxx. Each of the Company and the Participants: parties hereto (a) consents to submit himself, herself or itself to the exclusive personal jurisdiction of the Court of Chancery of the State of DelawareDelaware or, solely if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle CountyCounty in the State of Delaware (the “Chosen Courts”), or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in with respect to any action or proceeding dispute arising out of or of, relating to or in connection with this Agreement or any of the transactions actions contemplated by this Agreement; hereby, (b) agrees that all claims in respect of such action he, she or proceeding shall be heard and determined only in any such court; (c) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; Chosen Court, and (dc) agrees that he, she or it will not to bring any action or proceeding arising out of or of, relating to or in connection with this Agreement or any of the transaction actions contemplated by this Agreement in any court other courtthan any such Chosen Court. Each of the Company parties hereto irrevocably and the Participants unconditionally waives any defense of inconvenient forum objection to the maintenance laying of venue of any claim, action, suit, litigation, arbitration, proceeding or governmental or administrative investigation, audit, inquiry or action (“Legal Proceeding”) arising out of this Agreement or proceeding so the transactions contemplated hereby in the Chosen Courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such Chosen Court that any such Legal Proceeding brought and waives in any bond, surety or other security such Chosen Court has been brought in an inconvenient forum. Each of the parties hereto hereby agrees that might be required service of any other Person with respect thereto. The Company process, summons, notice or any Participant may make service on the Company or any other Participant document by sending or delivering a copy of the process U.S. registered mail to the party to be served at the address and in the manner provided for the giving of notices respective addresses set forth in Section 12.1. Nothing 5.04 shall be effective service of process for any proceeding arising out of, relating to or in connection with this Section 12.2, however, shall affect Agreement or the right of any Person to serve legal process in any other manner permitted by lawactions contemplated hereby.

Governing Law; Submission to Jurisdiction. This Deposit Agreement and any and all ADRs shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to New York. Notwithstanding anything contained in this Deposit Agreement, an ADR or any choice present or conflict future provisions of law provision or rule (whether the laws of the State of Delaware or New York, the rights of holders of Shares and of any other jurisdiction) that would cause Deposited Securities and the application obligations and duties of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered holders of Shares and other Deposited Securities, as such, shall be governed by this Agreement shall at all times also be subject to any applicable provisions the laws of Jersey (or, if applicable, such other laws as may govern the Exchange Act and any rules and regulations promulgated thereunderDeposited Securities). Each of Except as set forth herein, the Company and the Participants: (a) consents Depositary agree that the federal or state courts in the Borough of Manhattan, The City of New York shall have jurisdiction to submit itself hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection with this Deposit Agreement and, for such purposes, each irrevocably submits to the non-exclusive personal jurisdiction of such courts. The Company hereby irrevocably designates, appoints and empowers Shire Pharmaceuticals Inc. (the Court “Agent”) whose registered office is at 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx XX 00000 and whose business address is 000 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx, PA 19087 as its authorized agent to receive and accept for and on its behalf, and on behalf of Chancery its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company in any federal or state court as described in the preceding sentence or in the next paragraph. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York on the terms and for the purposes of this paragraph reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in this Deposit Agreement. The Company agrees that the failure of the State Agent to give any notice of Delaware, New Castle County, or, if that court does such service to it shall not have jurisdiction, a federal court sitting impair or affect in Wilmington, Delaware any way the validity of such service or any judgment rendered in any action or proceeding arising out of based thereon. Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in the event that a Holder or relating to this Agreement Beneficial Owner brings a suit, action or any of proceeding against (a) the transactions contemplated by this Agreement; Company, (b) agrees that all claims the Depositary in respect of such action or proceeding shall be heard and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to its capacity as Depositary under this Deposit Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by law.or

Governing Law; Submission to Jurisdiction. This Agreement Note is executed and delivered as an incident to a lending transaction negotiated and consummated in Xxxxxxxxxx County, Texas, and shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule New York. Borrower, for itself and its successors and assigns, hereby irrevocably (whether of the State of Delaware or any other jurisdictioni) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself submits to the exclusive personal nonexclusive jurisdiction of the Court state and federal courts in New York, (ii) waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the laying of Chancery venue of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding litigation arising out of or relating to in connection with this Agreement Note or any Loan Document brought in the District Court of Galveston County, Texas, or in the transactions contemplated by this Agreement; United States District Court sitting in Galveston County, Texas, (biii) agrees that all claims in respect waives any objection it may now or hereafter have as to the venue of any such action or proceeding shall be heard brought in such court or that such court is an inconvenient forum, and determined only in any such court; (civ) agrees that it shall not attempt any legal proceeding against any party to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding of the Loan Documents arising out of or relating to this Agreement or in connection with any of the transaction contemplated by this Agreement Loan Documents may be brought in any other court. Each one of the Company and the Participants waives any defense foregoing courts. Borrower hereby agrees that service of inconvenient forum to the maintenance of any action process upon Borrower may be made by certified or proceeding so brought and waives any bondregistered mail, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served return receipt requested, at the its address and in the manner provided for the giving of notices in Section 12.1specified herein. Nothing in this Section 12.2, however, herein shall affect the right of any Person Lender to serve legal process in any other manner permitted by lawlaw or shall limit the right of Lender to bring any action or proceeding against Borrower or with respect to any of Borrower's property in courts in other jurisdictions. The scope of each of the foregoing waivers is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Borrower acknowledges that these waivers are a material inducement to Xxxxxx's agreement to enter into the agreements and obligations evidenced by the Loan Documents, that Xxxxxx has already relied on these waivers and will continue to rely on each of these waivers in related future dealings. The waivers in this Section 4.7 are irrevocable, meaning that they may not be modified either orally or in writing, and these waivers apply to any future renewals, extensions, amendments, modifications, or replacements in respect of any and all of the applicable Loan Documents. In connection with any litigation, this Note may be filed as a written consent to a trial by the court.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by Agreement, and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the all matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement and any of the transactions contemplated hereby or in connection with to any matter which is the subject of this Agreement, including the validity hereof and the rights and obligations of the parties hereunder, with the exception of the Deed of Transfer, the Notary Letter and any ancillary documentation, shall be construed in accordance with and governed by the laws of the State of Delaware applicable to contracts made and to be performed entirely in such state (without giving effect to the conflicts of law provisions thereof). The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any court of competent civil jurisdiction sitting in the State of Delaware over any action arising out of or in connection with this Agreement or any of the transactions contemplated by hereby or related to any matter which is the subject of this Agreement; (b) Agreement and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding shall may be heard and determined only in such courts. The parties hereto hereby irrevocably waive any objection which they may now or hereafter have to the laying of venue of such action brought in such court or any claim that such action brought in such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a judgment in such action may be enforced in other jurisdictions by suit on the judgment or in any such court; (c) agrees that it shall not attempt other manner provided by any applicable Legal Requirement. Each of the parties hereto hereby irrevocably consents to deny or defeat such personal jurisdiction process being served by motion or other request for leave from any such court; and (d) agrees not party to bring this Agreement in any action by delivery of a copy thereof in accordance with the provisions of Section 13.1 and consents to the exercise of jurisdiction of the courts of the State of Delaware over it and its properties with respect to any action, suit or proceeding arising out of or relating to in connection with this Agreement or any of the transaction transactions contemplated by this Agreement in any other court. Each of hereby or the Company and the Participants waives any defense of inconvenient forum to the maintenance enforcement of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in rights under this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawAgreement.

Governing Law; Submission to Jurisdiction. This Agreement, and all claims, disputes, controversies or causes of action (whether in contract, tort, equity or otherwise) that may be based upon, arise out of or relate to this Agreement (including any schedule or exhibit hereto) or the negotiation, execution or performance of this Agreement (including any claim, dispute, controversy or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), and, unless expressly provided therein, each other Transaction Document, shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions Laws of the State of Delaware Delaware, without giving effect regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws the Laws of any jurisdictions jurisdiction other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and SpinCo, on behalf of itself and the Participants: (a) consents members of its Group agrees that any Action related to submit itself to the exclusive personal jurisdiction of this Agreement, unless expressly provided therein, each other Transaction Document, shall be brought exclusively in the Court of Chancery of the State of Delaware, New Castle County, Delaware or, if that court does not have jurisdictionunder applicable Law, a exclusive jurisdiction over such matter is vested in the federal courts, any federal court sitting in Wilmingtonthe State of Delaware and any appellate court from any thereof (the “Chosen Courts”). By executing and delivering this Agreement, Delaware in any action or proceeding arising out of or relating to this Agreement or any each of the transactions Parties irrevocably: (i) accepts generally and unconditionally submits to the exclusive jurisdiction of the Chosen Courts for any Action contemplated by this AgreementSection 9.3; (bii) waives any objections which such party may now or hereafter have to the laying of venue of any Action contemplated by this Section 9.3 and hereby further irrevocably waives and agrees not to plead or claim that all claims in respect of such action or proceeding shall be heard and determined only in any such courtAction has been brought in an inconvenient forum; (ciii) agrees that it shall will not attempt to deny or defeat such the personal jurisdiction of the Chosen Courts by motion or other request for leave from any such court; and (div) agrees that it will not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction Action contemplated by this Agreement Section 9.3 in any court other court. Each than the Chosen Courts; (v) agrees that service of all process, including the Company summons and the Participants waives complaint, in any defense of inconvenient forum Action may be made by registered or certified mail, return receipt requested, to the maintenance of any action such party at their respective addresses provided in accordance with Section 9.4 or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawLaw; and (vi) agrees that service as provided in the preceding clause (v) is sufficient to confer personal jurisdiction over such party in the Action, and otherwise constitutes effective and binding service in every respect. Each of the Parties agrees that a final judgment in any such Action in a Chosen Court as provided above may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law, and each party further agrees to the non-exclusive jurisdiction of the Chosen Courts for the enforcement or execution of any such judgment.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations , regardless of the Participants, Industry Members laws that might otherwise govern under applicable conflicts of law principles. Each of Acquiror and each Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other Persons contracting with jurisdictions by suit on the Company judgment or in respect of the matters covered any other manner provided by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderXxx. Each of the Company and the Participants: parties hereto (a) consents to submit himself, herself or itself to the exclusive personal jurisdiction of the Court of Chancery of the State of DelawareDelaware or, solely if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle CountyCounty in the State of Delaware (the “Chosen Courts”), or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in with respect to any action or proceeding dispute arising out of or of, relating to or in connection with this Agreement or any of the transactions actions contemplated by this Agreement; hereby, (b) agrees that all claims in respect of such action he, she or proceeding shall be heard and determined only in any such court; (c) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; Chosen Court, and (dc) agrees that he, she or it will not to bring any action or proceeding arising out of or of, relating to or in connection with this Agreement or any of the transaction actions contemplated by this Agreement in any court other courtthan any such Chosen Court. Each of the Company parties hereto irrevocably and the Participants unconditionally waives any defense of inconvenient forum objection to the maintenance laying of venue of any claim, action, suit, litigation, arbitration, proceeding or governmental or administrative investigation, audit, inquiry or action (“Legal Proceeding”) arising out of this Agreement or proceeding so the transactions contemplated hereby in the Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such Chosen Court that any such Legal Proceeding brought and waives in any bond, surety or other security such Chosen Court has been brought in an inconvenient forum. Each of the parties hereto hereby agrees that might be required service of any other Person with respect thereto. The Company process, summons, notice or any Participant may make service on the Company or any other Participant document by sending or delivering a copy of the process U.S. registered mail to the party respective addresses in accordance with Section 5.04 shall be effective service of process for any proceeding arising out of, relating to be served at or in connection with this Agreement or the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawactions contemplated hereby.

Governing Law; Submission to Jurisdiction. This Agreement Note is executed and delivered as an incident to a lending transaction negotiated and consummated in Franklin or Granville County, North Carolina, and shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect North Carolina, except to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause extent the application of laws of any jurisdictions other than those a state in which collateral is granted under the Loan Documents is located affects the enforceability of liens granted in the State of Delaware; provided that the rights Loan Documents. Borrower, for itself and obligations of the Participantsits successors and assigns, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: hereby irrevocably (ai) consents to submit itself submits to the exclusive personal nonexclusive jurisdiction of the Court state and federal courts in North Carolina, (ii) waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the laying of Chancery venue of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding litigation arising out of or relating to in connection with this Agreement Note or any Loan Document brought in the County Court of Franklin or Granville County, North Carolina, or in the transactions contemplated by this Agreement; United States District Court for the Eastern District of North Carolina, (biii) agrees that all claims in respect waives any objection it may now or hereafter have as to the venue of any such action or proceeding shall be heard brought in such court or that such court is an inconvenient forum, and determined only in any such court; (civ) agrees that it shall not attempt any legal proceeding against any party to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding of the Loan Documents arising out of or relating to this Agreement or in connection with any of the transaction contemplated by this Agreement Loan Documents may be brought in any other court. Each one of the Company and the Participants waives any defense foregoing courts. Borrower hereby agrees that service of inconvenient forum to the maintenance of any action process upon Borrower may be made by certified or proceeding so brought and waives any bondregistered mail, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served return receipt requested, at the its address and in the manner provided for the giving of notices in Section 12.1specified herein. Nothing in this Section 12.2, however, herein shall affect the right of any Person Lender to serve legal process in any other manner permitted by lawlaw or shall limit the right of Lender to bring any action or proceeding against Borrower or with respect to any of Borrower’s property in courts in other jurisdictions. The scope of each of the foregoing waivers is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Borrower acknowledges that these waivers are a material inducement to Xxxxxx’s agreement to enter into the agreements and obligations evidenced by the Loan Documents that Xxxxxx has already relied on these waivers and will continue to rely on each of these waivers in related future dealings. The waivers in this Section are irrevocable, meaning that they may not be modified either orally or in writing, and these waivers apply to any future renewals, extensions, amendments, modifications, or replacements in respect of any and all of the applicable Loan Documents. In connection with any litigation, this Note may be filed as a written consent to a trial by the court.

Governing Law; Submission to Jurisdiction. This Agreement and each other Loan Document shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict New FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 108 - York. This governing law election has been made by the parties in reliance (at least in part) on Section 5-1401 of law provision or rule (whether the General Obligations Law of the State of Delaware New York, as amended (as and to the extent applicable), and other applicable law. Each Co-Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Bank, any Issuing Bank, any of their respective affiliates or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights their respective directors, officers, agents and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware employees in any action or proceeding arising out of or way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the transactions contemplated by this Agreement; (b) State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be heard conclusive and determined only may be enforced in other jurisdictions by suit on the judgment or in any such court; (c) agrees other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that it shall not attempt to deny the Administrative Agent, any Bank or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not Issuing Bank may otherwise have to bring any action or proceeding arising out of or relating to this Agreement or any other Loan Document against either Co-Borrower or its properties in the courts of the transaction contemplated by this Agreement in any other courtjurisdiction. Each of the Company and the Participants waives any defense of inconvenient forum Co-Borrower irrevocably waives, to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by Agreement, and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the all matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement and any of the transactions contemplated hereby or in connection with any matter that is the subject of this Agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware applicable to contracts made and to be performed entirely in such state (without giving effect to the conflicts of law provisions thereof). The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any court of competent civil jurisdiction sitting in the State of Delaware over any action arising out of or in connection with this Agreement or any of the transactions contemplated by hereby or related to any matter that is the subject of this Agreement; (b) Agreement and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding shall may be heard and determined only in such courts. The parties hereto hereby irrevocably waive any objection that they may now or hereafter have to the laying of venue of such action brought in such court or any claim that such action brought in such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a judgment in such action may be enforced in other jurisdictions by suit on the judgment or in any such court; (c) agrees that it shall not attempt other manner provided by any applicable Legal Requirement. Each of the parties hereto hereby irrevocably consents to deny or defeat such personal jurisdiction process being served by motion or other request for leave from any such court; and (d) agrees not party to bring this Agreement in any action by delivery of a copy thereof in accordance with the provisions of Section 11.1 and consents to the exercise of jurisdiction of the courts of the State of Delaware over it and its properties with respect to any action, suit or proceeding arising out of or relating to in connection with this Agreement or any of the transaction transactions contemplated by this Agreement in any other court. Each of hereby or the Company and the Participants waives any defense of inconvenient forum to the maintenance enforcement of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in rights under this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawAgreement.

Governing Law; Submission to Jurisdiction. This Agreement and the Note shall be governed by by, and construed in accordance with with, the Delaware Act and internal laws and decisions law of the State of Delaware without giving effect to any choice or New York, exclusive of its conflict of law provision or rule (whether laws provisions other than Section 5-1401 and Section 5-1402 of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderNew York General Obligations Law. Each of the Company and the Participants: (a) consents to submit itself Borrower hereby submits to the exclusive personal nonexclusive jurisdiction of the United States District Court for the Southern District of Chancery New York and of the State of Delaware, any New Castle County, or, if that court does not have jurisdiction, a federal York state court sitting in Wilmington, Delaware in any action or proceeding New York City for the purposes of all legal proceedings arising out of or relating to this Agreement or any of the transactions contemplated hereby. Borrower irrevocably consents to the service of any and all process in any legal proceeding by this Agreement; (b) agrees the mailing of copies of such process to Borrower at its address set forth in Section 7.02. Borrower irrevocably waives, to the fullest extent permitted by applicable law, any objection that all claims it may now or hereafter have to the laying of the venue of any such proceeding brought in respect of such a court and any claim that any such proceeding brought in such a court, has been brought in an inconvenient forum. A final judgment in any such action or proceeding shall be heard conclusive and determined only may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out by the mailing of copies thereof by registered or relating certified mail, postage prepaid, to this Agreement Borrower at its address specified in or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum pursuant to the maintenance of any action or proceeding so brought and waives any bondSection 7.02, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make such service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1become effective thirty (30) days after such mailing. Nothing in this Section 12.2, however, herein shall affect the right of any Person Lender or the holder of the Note to serve legal process in any other manner permitted by lawLaw or to commence legal proceedings or otherwise proceed against Borrower in any other jurisdiction. To the extent that Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Borrower Security Agreement, the Note and the other Facility Documents and, without limiting the generality of the foregoing, agrees that the waivers set forth herein shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

Governing Law; Submission to Jurisdiction. This THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Any legal action or proceeding with respect to this Agreement shall may be governed by and construed brought in accordance with the Delaware Act and internal laws and decisions courts of the State of Delaware without giving effect to any choice New York in New York County, or conflict of law provision or rule (whether of the State United States for the Southern District of Delaware or any other jurisdiction) that would cause the application New York, and, by execution and delivery of laws of any jurisdictions other than those this Agreement, each of the State of Delaware; provided that the rights Guarantors hereby irrevocably accepts for itself and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of its property, generally and unconditional, the matters covered by this Agreement shall at all times also be subject to any applicable provisions exclusive jurisdiction of the Exchange Act and any rules and regulations promulgated thereundersuch courts. Each of the Company and the Participants: (a) consents to submit itself Guarantors irrevocably waives, to the exclusive personal jurisdiction fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the Court venue of Chancery of the State of Delaware, New Castle County, or, if any such proceeding brought in such court and any claim that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware any such proceeding brought in any such court has been brought in an inconvenient forum. Each Guarantor hereby irrevocably consents and agrees that any and all process which may be served in any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated nature referred to in this Section 5.07 may be served the mailing of a copy thereof by this Agreement; (b) registered or certified mail, postage prepaid, return receipt requested, to such Guarantor’s address referred to in Section 5.01, as the case may be. Each Guarantor agrees that all claims such service (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding shall be heard and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (dii) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum shall, to the maintenance of any action or proceeding so brought fullest extent permitted by Law, be taken and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party held to be served at the address valid personal service upon and in the manner provided for the giving of notices in Section 12.1personal delivery to it. Nothing in this Section 12.2, however, 5.07 shall affect the right of any Person Finance Party to serve legal process in any other manner permitted by lawLaw or limit the right of any Finance Party to bring proceedings against any Guarantor in the courts of any jurisdiction or jurisdictions.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws Laws of any jurisdictions jurisdiction other than those of the State of Delaware; provided that the rights and obligations of the Participants. Any legal suit, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to based upon this Agreement or any of the transactions contemplated by this Agreement; hereby may only be instituted in the federal courts of the United States of America located in the State of Delaware or the Courts of Chancery of the State of Delaware (b) agrees that all claims or, if such court lacks subject matter jurisdiction, in respect the Superior Court of the State of Delaware), so long as one of such courts shall have subject-matter jurisdiction over such suit, action or proceeding proceeding, and that any case of action arising out of this Agreement shall be heard and determined only deemed to have arisen from a transaction of business in the State of Delaware. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court; (c) agrees that it shall . The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not attempt to deny plead or defeat such personal jurisdiction by motion or other request for leave from claim in any such court; and (d) agrees not to bring court that any such suit, action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement brought in any other court. Each of the Company and the Participants waives any defense of such court has been brought in an inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by law.forum..

Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether at law, in Contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions Laws of the State of Delaware Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws the Laws of any jurisdictions jurisdiction other than those of the State of Delaware; . Each of Acquiror and Xxxxxxxxxxx agrees that a final judgment in any action or proceeding in such courts as provided that above shall be conclusive and may be enforced in other jurisdictions by suit on the rights and obligations of the Participants, Industry Members and judgment or in any other Persons contracting with the Company in respect of the matters covered manner provided by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderXxx. Each of the Company and the Participants: parties hereto (a) consents to submit himself, herself or itself to the exclusive personal jurisdiction of the Court of Chancery of the State of DelawareDelaware or, solely if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle CountyCounty in the State of Delaware (the “Chosen Courts”), or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in with respect to any action or proceeding dispute arising out of or of, relating to or in connection with this Agreement or any of the transactions actions contemplated by this Agreement; hereby, (b) agrees that all claims in respect of such action he, she or proceeding shall be heard and determined only in any such court; (c) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; Chosen Court, and (dc) agrees that he, she or it will not to bring any action or proceeding arising out of or of, relating to or in connection with this Agreement or any of the transaction actions contemplated by this Agreement in any court other courtthan any such Chosen Court. Each of the Company parties hereto irrevocably and the Participants unconditionally waives any defense of inconvenient forum objection to the maintenance laying of venue of any claim, action, suit, litigation, arbitration, proceeding or governmental or administrative investigation, audit, inquiry or action (“Legal Proceeding”) arising out of this Agreement or proceeding so the transactions contemplated hereby in the Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such Chosen Court that any such Legal Proceeding brought and waives in any bond, surety or other security such Chosen Court has been brought in an inconvenient forum. Each of the parties hereto hereby agrees that might be required service of any other Person with respect thereto. The Company process, summons, notice or any Participant may make service on the Company or any other Participant document by sending or delivering a copy of the process U.S. registered mail to the party respective addresses in accordance with Section 5.04 shall be effective service of process for any proceeding arising out of, relating to be served at or in connection with this Agreement or the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawactions contemplated hereby.

Governing Law; Submission to Jurisdiction. This Agreement and the other Loan Documents shall be governed by by, and construed in accordance with with, the Delaware Act and internal laws and decisions law of the State of Delaware New York (without giving effect to any its choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the principles). The Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself hereby submits to the exclusive personal nonexclusive jurisdiction of the United States District Court for the Southern District of Chancery New York and of the State of Delaware, any New Castle County, or, if that court does not have jurisdiction, a federal York state court sitting in Wilmington, Delaware in any action or proceeding New York City for the purposes of all legal proceedings arising out of or relating to this Agreement Agreement, the other Loan Documents or any of the transactions contemplated hereby or thereby. The Company irrevocably waives, to the fullest extent permitted by this Agreement; (b) agrees law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that all claims any such proceeding brought in respect such a court has been brought in an inconvenient forum. The Company hereby waives personal service of such action process and consents that service of process upon it may be made by certified or proceeding registered mail, return receipt requested, at its address specified or determined in accordance with the provisions of Section 11.02, and service so made shall be heard deemed completed on the third Business Day after such service is deposited in the mail. Nothing herein shall affect the right of the Administrative Agent, any Bank, any affiliate of any of them and determined only any director, officer, employee or agent of any of them to serve process in any such court; (c) agrees that it other manner permitted by law or shall not attempt to deny limit the right of the Administrative Agent, any Bank, any affiliate of any of them and any director, officer, employee or defeat such personal jurisdiction by motion or other request for leave from agent of any such court; and (d) agrees not of them to bring proceedings against the Company in the courts of any action other jurisdiction. Any judicial proceeding by the Company against the Administrative Agent or proceeding any Bank arising out of or relating to this Agreement Agreement, the other Loan Documents or any the transactions contemplated hereby or thereby shall be brought only in a court located in, in the case of the transaction contemplated by this Agreement in any other court. Each Administrative Agent, the City and State of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bondNew York and, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for case of a Bank, the giving of notices jurisdiction in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawwhich such Bank's principal United States office is located.

Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement shall or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be governed by and construed in accordance with and governed by the Delaware Act and internal laws and decisions of the State of Delaware New York without giving effect regard to any choice or conflict principles of law provision or rule (whether conflicts of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderlaws. Each of the Company and the Participants: (a) consents to submit itself party hereby irrevocably submits to the non-exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a state and federal court courts sitting in WilmingtonThe City of New York, Delaware Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding arising out of is brought in an inconvenient forum or relating to this Agreement or any of that the transactions contemplated by this Agreement; (b) agrees that all claims in respect venue of such suit, action or proceeding shall be heard is improper. Each party hereby irrevocably waives personal service of process and determined only consents to process being served in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any suit, action or proceeding arising out by mailing a copy thereof to the address of or relating to such party set forth in Section 7.08 of this Agreement (or any as otherwise specified in accordance with such Section 7.08) and agrees that such service shall constitute good and sufficient service of the transaction contemplated by this Agreement process and notice thereof. Nothing contained herein shall be deemed to limit in any other court. Each of the Company and the Participants waives way any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by law. Nothing contained herein shall be deemed or operate to preclude a party from bringing suit or taking other legal action against the other party in any other jurisdiction to enforce this Agreement or settle any claim relating hereto.

Governing Law; Submission to Jurisdiction. (a) This Agreement and each other Transaction Agreement and all claims or causes of action (whether in contract or in tort) that may be based upon, arise out of or relate to this Agreement and each other Transaction Agreement, or the negotiation, execution or performance of this Agreement and each other 55 Transaction Agreement, shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware applicable to contracts made and performed in such State without giving regard to any conflict of laws provisions that would require or permit the application of the Laws of any other jurisdiction; provided, however, that notwithstanding the foregoing, except as otherwise set forth in the Debt Commitment Documentation as in effect as of the date of this Agreement, including as it relates to (a) the interpretation of the definition of Material Adverse Effect (and whether or not a Material Adverse Effect has occurred under this Agreement), (b) the determination of the accuracy of any Specified Acquisition Agreement Representation (as defined in the Debt Commitment Documentation) and whether as a result of any inaccuracy of thereof Buyer and any of its Affiliates have the right to terminate its or their obligations under this Agreement and (c) the determination of whether the Closing has been consummated in accordance with the terms of this Agreement (which will, in each case, be governed by, and construed and interpreted in accordance with, the laws of the state of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those jurisdiction), all Actions and matters relating to the interpretation, construction, validity and enforcement (whether at law, in equity, in contract, in tort, or otherwise) against any of the Debt Financing Sources in any way relating to the Debt Commitment Documentation or the performance thereof or the Debt Financing, shall be exclusively governed by, and construed in accordance with, the Laws of the State of Delaware; provided that New York, without giving effect to conflicts of laws principles or rules to the rights extent such principles or rules are not mandatorily applicable and obligations would require or permit the application of the Participants, Industry Members and Law of any jurisdiction other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of than the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawYork.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice all legal or conflict of law provision administrative proceedings, suits, investigations, arbitrations or rule actions (“Actions”) (whether of the State of Delaware at law, in equity, in contract, in tort or any other jurisdictionotherwise) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participantsbased upon, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the transactions contemplated by this Agreement; (b) agrees State of Delaware applicable to contracts executed in and to be performed entirely within that all claims in respect State, regardless of such action or proceeding shall be heard and determined only in the laws that might otherwise govern under any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding applicable conflict of laws principles. All Actions arising out of or relating to this Agreement or any shall be heard and determined in the Chancery Court of the transaction contemplated by this Agreement State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any other court. Each of such Action and irrevocably waive the Company and the Participants waives any defense of an inconvenient forum or lack of jurisdiction to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect theretosuch Action. The Company consents to jurisdiction and venue set forth in this Section 10(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or any Participant may make service on the Company or any other Participant relating to this Agreement shall be effective if notice is given by sending or delivering a copy of the process to the party to be served overnight courier at the address and in the manner provided for the giving of notices set forth in Section 12.110(d) of this Agreement. Nothing The parties hereto agree that a final judgment in this Section 12.2, however, any such Action shall affect be conclusive and may be enforced in other jurisdictions by suit on the right of any Person to serve legal process judgment or in any other manner permitted provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement shall will be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect New York applicable to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights contracts made and obligations of the Participants, Industry Members to be performed entirely within such State. The parties hereby irrevocably and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents unconditionally consent to submit itself to the exclusive personal jurisdiction of the Court state and federal courts located in the Borough of Chancery of the Manhattan, State of DelawareNew York for any actions, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action suits or proceeding proceedings arising out of or relating to this Agreement or any of and the transactions contemplated by this Agreement; hereby. The parties hereby agree (bi) agrees that all claims in respect the event of any such action action, suit or proceeding shall be heard proceeding, such parties will consent and determined only submit to personal jurisdiction in any such courtcourt described in the foregoing sentence and to service of process upon them in accordance with the rules and statutes governing service of process (it being understood that nothing in this section shall be deemed to prevent any party from seeking to remove any action to a federal court in New York, New York); (cii) agrees to waive to the full extent permitted by law any objection that it shall not attempt they may now or hereafter have to deny or defeat such personal jurisdiction by motion or other request for leave from the venue of any such courtlitigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (iii) to designate, appoint and direct CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any legal proceeding in the State of New York; (iv) to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the City of New York, satisfactory to the Company and Purchaser, to serve in place of such agent and deliver to the other party written evidence of such substitute agent’s acceptance of such designation; (v) that as an alternative method of service to service of process in any legal proceeding by mailing of copies thereof to such party at its address set forth in Section 6.7 for communications to such party; (vi) that any service made as provided herein shall be effective and binding service in every respect; and (dvii) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, nothing herein shall affect the right rights of any Person party to serve legal effect service of process in any other manner permitted by law.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the The rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each duties of the Company and the Participants: Collateral Agent (a) consents to submit itself including matters relating to the exclusive personal jurisdiction of Maximum Permissible Rate) shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the Court of Chancery law of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal York. The Company hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in Wilmington, Delaware in any action or proceeding New York City for the purposes of all legal proceedings arising out of or relating to this Agreement Agreement, the other Security Documents or any of the transactions contemplated hereby or thereby. The Company irrevocably waives, to the fullest extent permitted by this Agreement; (b) agrees law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that all claims any such proceeding brought in respect such a court has been brought in an inconvenient forum. The Company hereby waives personal service of such action process and consents that service of process upon it may be made by certified or proceeding registered mail, return receipt requested, and service so made shall be heard deemed completed on the third Business Day after such service is deposited in the mail. Nothing herein shall affect the right of the Collateral Agent, any Bank, any affiliate of any of them and determined only any director, officer, employee or agent of any of them to serve process in any such court; (c) agrees that it other manner permitted by law or shall not attempt to deny limit the right of the Collateral Agent, any Bank, any affiliate of any of them and any director, officer, employee or defeat such personal jurisdiction by motion or other request for leave from agent of any such court; and (d) agrees not of them to bring proceedings against the Company in the courts of any action other jurisdiction. Any judicial proceeding by the Company against the Collateral Agent or proceeding any Bank arising out of or relating to this Agreement Agreement, the other Security Documents or any the transactions contemplated hereby or thereby shall be brought only in a court located in, in the case of the transaction contemplated by this Agreement in any other court. Each Collateral Agent, the City and State of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bondNew York and, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for case of a Bank, the giving of notices jurisdiction in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawwhich such Bank's principal United States office is located."

Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement shall or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be governed by and construed in accordance with and governed by the Delaware Act and internal laws and decisions of the State of Delaware without giving effect regard to principles of conflicts of laws. Any action against any choice Party relating to the foregoing shall be brought in any federal or conflict state court of law provision competent jurisdiction located within the State of Delaware, and the Parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of any federal or rule state court located within the State of Delaware over any such action. Each of the Parties agrees (whether i) that this Agreement involves at least $100,000.00, and (ii) that this Agreement has been entered into by the Parties in express reliance upon 6 Del. C. § 2708. Each of the Parties hereby irrevocably and unconditionally agrees (1) that it is and shall continue to be subject to the jurisdiction of the courts of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those and of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company federal courts sitting in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle Countyand (2)(A) to the extent that such Party is not otherwise subject to service of process in the State of Delaware, or, if that court does not have jurisdiction, a federal court sitting to appoint and maintain an agent in Wilmington, the State of Delaware in any action or proceeding arising out as such Party’s agent for acceptance of or relating to this Agreement or any legal processes and notify the other Parties of the transactions contemplated by this Agreement; (b) agrees that all claims in respect name and address of such action or proceeding shall be heard and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; agent, and (dB) agrees not to bring any action the fullest extent permitted by law, that service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service, and that, to the fullest extent permitted by applicable law, service made pursuant to (2)(A) or proceeding arising out (B) above shall have the same legal force and effect as if served upon such Party personally within the State of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other courtDelaware. Each of the Company and Parties hereby irrevocably waives, to the Participants waives fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum to for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any action or proceeding so brought and waives any bond, surety or such dispute may be enforced in other security that might be required of any other Person with respect thereto. The Company or any Participant may make service jurisdictions by suit on the Company judgment or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted provided by lawLaw.

Governing Law; Submission to Jurisdiction. This Except as otherwise provided in this Section 10.10 and Section 2.10, all issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the Exhibits and Disclosure Schedule shall be governed by by, and construed in accordance with with, the Delaware Act and internal laws and decisions Laws of the State of Delaware Delaware, without giving effect to any choice of law or conflict of law provision rules or rule provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws the Laws of any jurisdictions jurisdiction other than those of the State of Delaware; . Except as otherwise provided that in this Section 10.10 and Section 2.10, any Action seeking to enforce any provision of, or based on any right arising out of, this Agreement or the rights and obligations Transactions may be brought against any of the Participants, Industry Members and other Persons contracting with Parties only in the Company in respect of the matters covered by this Agreement shall at all times also be subject to Delaware Chancery Court or any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmingtonthe State of Delaware or of the United States of America for the District of Delaware, Delaware and each of the Parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any action such Action and waives any objection to venue laid therein. No Party, nor any of its Affiliates, shall bring, or proceeding arising out of support, any Action, whether at Law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in Transactions, including any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding dispute arising out of or relating in any way to this Agreement any debt commitment letter, any Debt Financing or the definitive agreements executed in connection therewith or the transactions contemplated thereby, anywhere other than in: (a) any New York State court sitting in the Borough of Manhattan; or (b) if under applicable Law, exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York, and each Party agrees (on behalf of itself and its Affiliates) that the Laws of the transaction contemplated by this Agreement in State of New York shall govern any other court. Each such Action and submits for itself and its property with respect to any such Action to the exclusive jurisdiction of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing aforementioned courts in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by law10.10.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to to‌ any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by law.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of such State applicable to contracts made and to be performed entirely within such State; provided, however, that all provisions regarding the State of Delaware; provided that the rights rights, duties and obligations of the Participants, Industry Members Rights Agent shall be governed by and other Persons contracting construed in accordance with the Company in respect laws of the matters covered by this Agreement shall at all times also state of Colorado applicable to contracts made and to be subject performed entirely within such state, without regard to any applicable provisions the principles or rules concerning conflicts of laws which might otherwise require application of the Exchange Act and any rules and regulations promulgated thereundersubstantive laws of another jurisdiction. Each of the The Company and the Participants: (a) consents to submit itself each holder of Rights hereby irrevocably submits to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that such court does not have shall lack subject matter jurisdiction, a federal court sitting in Wilmingtonthe United States District Court for the District of Delaware, Delaware in over any suit, action or proceeding arising out of or relating to this Agreement or any Agreement. The Company and each holder of Rights acknowledge that the transactions contemplated forum designated by this Agreement; (b) agrees that all claims in respect Section 32 has a reasonable relation to this Agreement and to such Persons’ relationship with one another. The Company and each holder of Rights hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding shall be heard and determined only brought in any such court; (c) agrees that it shall not attempt court referred to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; in this Section 32. The Company and (d) agrees each holder of Rights undertake not to bring commence any action or proceeding arising out of or relating subject to this Agreement or any of the transaction contemplated by this Agreement in any forum other courtthan the forum described in this Section 32. Each of the The Company and the Participants waives any defense each holder of inconvenient forum Rights agree that, to the maintenance of fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawsuch court shall be conclusive and binding upon such Persons.

Governing Law; Submission to Jurisdiction. This Agreement and any dispute, claim or cause of action arising out of or relating to this Agreement, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions law of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderNew York. Each of the Company parties hereto irrevocably and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction unconditionally agrees that it will not commence any action, litigation or proceeding of the Court of Chancery of the State of Delawareany kind or description, New Castle Countywhether in law or equity, orwhether in contract or in tort or otherwise, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the transactions contemplated by this Agreement; (b) State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding shall may be heard and determined only in any such court; (c) agrees that it shall not attempt New York State court or, to deny or defeat the fullest extent permitted by applicable law, in such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other federal court. Each of the Company parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Participants waives judgment or in any defense other manner provided by law. Each of inconvenient forum the parties hereto irrevocably waives, to the maintenance fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Subsidiary Borrower hereby agrees that service of process in any action or proceeding so brought in any New York State court or in federal court may be made upon the Company at its offices specified in Section 10.1, and waives such Subsidiary Borrower hereby irrevocably appoints the Company to give any bond, surety or other security that might be required notice of any other Person with respect thereto. The Company or any Participant may make such service on of process, and agrees that the failure of the Company to give any notice of any such service shall not impair or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right validity of such service or of any Person to serve legal process judgment rendered in any other manner permitted by law.action or proceeding based thereon. 105

Governing Law; Submission to Jurisdiction. This Agreement All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the Delaware Act and internal laws and decisions of the State of Delaware New York, without giving effect regard to any choice or conflict the principles of conflicts of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderthereof. Each of party agrees that all legal Proceedings concerning the Company interpretations, enforcement and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any defense of the transactions contemplated by this Agreement; Agreement and any other Transaction Documents (bwhether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, partners, members, employees or agents) agrees that all claims in respect of such action or proceeding shall be heard commenced exclusively in the state and determined only federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court; (c) agrees that it shall not attempt to deny Action or defeat such personal jurisdiction Proceeding by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of the process delivery) to the such party to be served at the address in effect for notices to it under this Agreement and in the manner provided for the giving agrees that such service shall constitute good and sufficient service of notices in Section 12.1process and notice thereof. Nothing contained herein shall be deemed to limit in this Section 12.2, however, shall affect the any way any right of any Person to serve legal process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, the Notes, and the other Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas. Without limiting the intent of the parties set forth above, (a) Chapter 346 of the Texas Finance Code, as amended (relating to revolving loans and revolving tri-party accounts), shall not apply to this Agreement, the Notes, or the transactions contemplated hereby and (b) to the extent that any Lender may be subject to Texas law limiting the amount of interest payable for its account, such Lender shall utilize the indicated (weekly) rate ceiling from time to time in effect. Each Letter of Credit shall be governed by either the Uniform Customs and construed in accordance with Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or the Delaware Act International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590 (and internal laws and decisions any subsequent revisions thereof approved by a Congress of the State International Chamber of Delaware without giving effect Commerce and adhered to any choice or conflict of law provision or rule (whether of by the State of Delaware or any other jurisdiction) that would cause Issuing Lender). The Borrower hereby irrevocably submits to the application of laws jurisdiction of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a Texas state or federal court sitting in WilmingtonHouston, Delaware Texas in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (b) other Loan Documents, and the Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding shall may be heard and determined only in any such court; (c) agrees that . The Borrower hereby unconditionally and irrevocably waives, to the fullest extent it shall not attempt may effectively do so, any right it may have to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of an inconvenient forum to the maintenance of such action or proceeding. The Borrower hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding so brought and waives any bond, surety or other security that might may be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant made by sending mailing or delivering a copy of the such process to such Borrower at its address set forth in this Agreement. The Borrower 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 party to be served at the address and judgment or in the any other manner provided for the giving of notices in Section 12.1by law. Nothing in this Section 12.2, however, shall affect the right rights of any Person Lender to serve legal process in any other manner permitted by law.the law or affect the right of any Lender to bring any action or proceeding against the Borrower or its Property in the courts of any other jurisdiction. 100

Governing Law; Submission to Jurisdiction. This Agreement First Supplemental Indenture and the Notes shall be governed by by, and construed in accordance with with, the Delaware Act and internal laws and decisions of the State of Delaware without giving effect New York. To the fullest extent permitted by applicable law, the Company hereby irrevocably submits to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws jurisdiction of any jurisdictions other than those Federal or State court located in the Borough of the State Manhattan in The City of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of DelawareNew York, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware York in any suit, action or proceeding based on or arising out of or relating to this Agreement Indenture or any of the transactions contemplated by this Agreement; (b) Notes and irrevocably agrees that all claims in respect of such action suit or proceeding shall may be heard and determined only in any such court; (c) . The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Company agrees that it shall not attempt final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to deny which the Company is subject by a suit upon such judgment, provided that service of process is effected upon the Company in the manner specified herein or defeat such personal as otherwise permitted by law. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction by motion of any court or other request for leave from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such court; and immunity in respect of its obligations under this Indenture, to the extent permitted by law. The Company hereby appoints CT Corporation System, with offices on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as their authorized agent (dthe “Authorized Agent”) agrees not to bring upon whom process may be served in any suit, action or proceeding arising out of or relating to based upon this Agreement Indenture or any of the transaction Notes or the transactions contemplated by this Agreement herein that may be instituted in any other court. Each State or U.S. federal court in the Borough of Manhattan in The City of New York, by any Holder or the Company Trustee, and expressly accepts the Participants waives any defense of inconvenient forum to the maintenance non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect theretoproceeding. The Company or any Participant may make hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service on of process, and the Company or agrees to take any other Participant by sending or delivering a copy of and all action, including the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right filing of any Person and all documents, that may be necessary to serve legal continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in any other manner permitted by lawevery respect, effective service of process upon the Company.

Governing Law; Submission to Jurisdiction. This Agreement Limited Guarantee and all claims and defenses arising out of or relating to this Limited Guarantee or the breach, termination or validity of this Limited Guarantee, shall in all respects be governed by by, and construed in accordance with with, the Delaware Act and internal laws and decisions Laws of the State of Delaware New York without giving effect to any choice of law or other conflict of law provision or rule (whether of the State of Delaware New York or any other jurisdiction) that would cause the application of the laws of any jurisdictions jurisdiction other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderNew York. Each of the Company and the Participants: The parties hereto hereby (a) consents to submit for itself and its property to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, any state court sitting in New Castle County, or, if that court does not have jurisdiction, a York City or any federal court sitting in Wilmington, Delaware in the Southern District of New York for the purpose of any action or proceeding arising out of or relating to this Agreement or letter agreement brought by any of the transactions contemplated by this Agreementparty hereto; (b) agrees consents that all claims in respect of any such action or proceeding may and shall be heard brought in such courts and determined only in waives any objection that it may now or hereafter have to the venue or jurisdiction of any such courtaction in such court or that such court is an inconvenient forum for the action and agrees not to assert, plead or claim the same; (c) agrees that it the final judgment of such court shall not attempt be enforceable in any court having jurisdiction over the relevant party or any of its assets; (d) irrevocably waives any right to deny or defeat such personal jurisdiction by motion or other request for leave from remove any such action from the state court sitting in New York City or any federal court sitting in the Southern District of New York to any other court; (e) agrees that service of process in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the address set forth in Section 7 of this Limited Guarantee); and (df) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing nothing in this Section 12.2, however, Limited Guarantee shall affect the right to effect service of any Person to serve legal process in any other manner permitted by lawthe applicable rules of procedure.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of such State applicable to contracts made and to be performed entirely within such State; provided, however, that all provisions regarding the State of Delaware; provided that the rights rights, duties and obligations of the Participants, Industry Members Rights Agent shall be governed by and other Persons contracting construed in accordance with the Company in respect laws of the matters covered by this Agreement shall at all times also state of New York applicable to contracts made and to be subject performed entirely within such state, without regard to any applicable provisions the principles or rules concerning conflicts of laws which might otherwise require application of the Exchange Act and any rules and regulations promulgated thereundersubstantive laws of another jurisdiction. Each of the The Company and the Participants: (a) consents to submit itself each holder of Rights hereby irrevocably submits to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that such court does not have shall lack subject matter jurisdiction, a federal court sitting in Wilmingtonthe United States District Court for the District of Delaware, Delaware in over any suit, action or proceeding arising out of or relating to this Agreement or any Agreement. The Company and each holder of Rights acknowledge that the transactions contemplated forum designated by this Agreement; (b) agrees that all claims in respect Section 32 has a reasonable relation to this Agreement and to such Persons’ relationship with one another. The Company and each holder of Rights hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding shall be heard and determined only brought in any such court; (c) agrees that it shall not attempt court referred to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; in this Section 32. The Company and (d) agrees each holder of Rights undertake not to bring commence any action or proceeding arising out of or relating subject to this Agreement or any of the transaction contemplated by this Agreement in any forum other courtthan the forum described in this Section 32. Each of the The Company and the Participants waives any defense each holder of inconvenient forum Rights agree that, to the maintenance of fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawsuch court shall be conclusive and binding upon such Persons.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by by, and construed in accordance with with, the Delaware Act and internal laws and decisions Laws of the State of Delaware without giving effect applicable to contracts executed in and to be performed entirely within that State, regardless of the Law that might otherwise govern under applicable principles of conflicts of Law thereof. Each of the parties hereto irrevocably agrees that any choice legal action or conflict Proceeding with respect to this Agreement, and the rights and obligations arising hereunder, shall be brought and determined exclusively in the Delaware Court of law provision or rule (whether of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of federal court within the State of Delaware; provided that ) (the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder“Delaware Courts”). Each of the Company and the Participants: (a) parties hereto consents to submit service of process being made upon it through the notice procedures set forth in Section 13, irrevocably submits with regard to any such action or Proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if aforesaid courts and agrees that court does it will not have jurisdiction, a federal court sitting in Wilmington, Delaware in bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only hereby in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or court other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of than the transaction contemplated by this Agreement in any other courtaforesaid courts. Each of the Company parties hereto irrevocably waives, and the Participants waives any defense of inconvenient forum agrees not to the maintenance of assert as a defense, counterclaim or otherwise, in any action or proceeding so brought and waives Proceeding with respect to this Agreement, any bondclaim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 15, surety any claim that it or other security that might be required its property is exempt or immune from the jurisdiction of any other Person with respect theretosuch court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and to the fullest extent permitted by the applicable Law, any claim that the suit, action or Proceeding in such court is brought in an inconvenient forum, the venue of such suit, action or Proceeding is improper or this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The Company or any Participant may make service on Each party hereto expressly acknowledges that the Company or any other Participant by sending or delivering a copy foregoing waiver is intended to be irrevocable under the Law of the process State of Delaware and of the United States of America; provided, however, that each such party’s consent to the party to be served at the address jurisdiction and in the manner provided for the giving of notices in Section 12.1. Nothing service contained in this Section 12.2, however, 15 is solely for the purposes referred to in this Section 15 and shall affect not be deemed to be a general submission to such courts or in the right State of any Person to serve legal process in any Delaware other manner permitted by lawthan for such purpose.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by by, interpreted, construed and construed enforced in accordance with the Delaware Act and internal laws and decisions of the State of Delaware Delaware. Any and all claims, controversies and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort or statute, shall be governed by the internal laws of the State of Delaware, including its statutes of limitations, without giving effect to any choice conflict-of- laws or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) rules that would cause result in the application of the laws or statutes of any jurisdictions other than those limitations of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereundera different jurisdiction. Each of the Company and the Participants: parties hereto (ai) irrevocably consents to submit the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts (as defined below)) in any Legal Proceeding relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.2 of the Merger Agreement or in such other manner as may be permitted by applicable law, and nothing in this Section 10 will affect the right of any party hereto to serve legal process in any other manner permitted by applicable law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive personal general jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, Delaware and any state appellate court therefrom within the State of Delaware (or, if that court does not have jurisdictionthe Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, a any federal court sitting within the State of Delaware (and any appellate court therefrom) or, if any federal court within the State of Delaware declines to accept jurisdiction over a particular matter, any state court within the State of Delaware (and any appellate court therefrom)) (the “Chosen Courts”) in Wilmington, Delaware in the event that any action dispute or proceeding arising controversy arises out of or relating to this Agreement or any of the transactions contemplated by this Agreementhereby; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court; (ciii) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby will be brought, tried and determined only in the Chosen Courts; (dv) irrevocably and unconditionally waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action or proceeding arising out of or Legal Proceeding relating to this Agreement or any of the transaction transactions contemplated by this Agreement hereby in any court other courtthan the Chosen Courts. Each of the Company parties hereto agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or may be enforced in other security that might be required of any other Person with respect thereto. The Company or any Participant may make service jurisdictions by suit on the Company judgment or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted provided by lawapplicable Law. The parties hereto agree that any violation of this Section 10 shall constitute a material breach of this Agreement and shall constitute irreparable harm.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by Agreement, and construed in accordance with all matters arising out of or relating to this Agreement, the Delaware Act Ancillary Agreements and internal laws and decisions any of the State of Delaware without giving effect transactions contemplated hereby, thereby or in connection with or related to any choice or conflict matter which is the subject of law provision or rule (whether of this Agreement, including the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that validity hereof and the rights and obligations of the Participantsparties hereunder, Industry Members shall be construed in accordance with and other Persons contracting with governed by the Company in respect laws of the matters covered by this Agreement shall at all times also State of Delaware applicable to contracts made and to be subject performed entirely in such state (without giving effect to any applicable the conflicts of law provisions of the Exchange Act and any rules and regulations promulgated thereunderthereof). Each of the Company and the Participants: (a) consents to The parties hereto hereby irrevocably submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, and any state appellate court therefrom within the state of Delaware (or, if that court does not have jurisdictionthe Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, a any federal court sitting in Wilmingtonwithin the state of Delaware), Delaware in over any action or proceeding arising out of or relating to in connection with this Agreement Agreement, the Ancillary Agreements, or any of the transactions contemplated by hereby or related to any matter which is the subject of this Agreement; (b) Agreement or the Ancillary Agreements and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding shall may be heard and determined only in such courts. Each of the parties hereto agrees that a judgment in such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any applicable Legal Requirement. The parties hereto hereby irrevocably waive any objection which they may now or hereafter have to the laying of venue of such court; (c) agrees action brought in such court or any claim that it shall not attempt such action brought in such court has been brought in an inconvenient forum. Each of the parties hereto hereby irrevocably consents to deny or defeat such personal jurisdiction process being served by motion or other request for leave from any such court; and (d) agrees not party to bring this Agreement in any action by delivery of a copy thereof in accordance with the provisions of Section ‎14.1 and consents to the exercise of jurisdiction of the Court of Chancery of the State of Delaware over it and its properties with respect to any action, suit or proceeding arising out of or relating to in connection with this Agreement or any of the transaction transactions contemplated by this Agreement in any other court. Each of hereby or the Company and the Participants waives any defense of inconvenient forum to the maintenance enforcement of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect theretorights under this Agreement. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by law.119

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by Agreement, and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the all matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement and any of the transactions contemplated hereby or in connection with to any matter which is the subject of this Agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware applicable to contracts made and to be performed entirely in such state (without giving effect to the conflicts of law provisions thereof). The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any court of competent civil jurisdiction sitting in the State of Delaware over any action arising out of or in connection with this Agreement or any of the transactions contemplated by hereby or related to any matter which is the subject of this Agreement; (b) Agreement and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding shall may be heard and determined only in such courts. The parties hereto hereby irrevocably waive any objection which they may now or hereafter have to the laying of venue of such action brought in such court or any claim that such action brought in such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a judgment in such action may be enforced in other jurisdictions by suit on the judgment or in any such court; (c) agrees that it shall not attempt other manner provided by any applicable Legal Requirement. Each of the parties hereto hereby irrevocably consents to deny or defeat such personal jurisdiction process being served by motion or other request for leave from any such court; and (d) agrees not party to bring this Agreement in any action by delivery of a copy thereof in accordance with the provisions of Section 15.1 and consents to the exercise of jurisdiction of the courts of the State of Delaware over it and its properties with respect to any action, suit or proceeding arising out of or relating to in connection with this Agreement or any of the transaction transactions contemplated by this Agreement in any other court. Each of hereby or the Company and the Participants waives any defense of inconvenient forum to the maintenance enforcement of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in rights under this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawAgreement.

Governing Law; Submission to Jurisdiction. This Agreement All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the Delaware Act and internal laws and decisions of the State of Delaware New York, without giving effect regard to any choice or conflict the principles of conflicts of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderthereof. Each of party agrees that all legal Proceedings concerning the Company interpretations, enforcement and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any defense of the transactions contemplated by this Agreement; Agreement and any other Transaction Documents (bwhether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) agrees that all claims in respect of such action or proceeding shall be heard commenced exclusively in the state and determined only federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court; (c) agrees that it shall not attempt to deny Action or defeat such personal jurisdiction Proceeding by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of the process delivery) to the such party to be served at the address in effect for notices to it under this Agreement and in the manner provided for the giving agrees that such service shall constitute good and sufficient service of notices in Section 12.1process and notice thereof. Nothing contained herein shall be deemed to limit in this Section 12.2, however, shall affect the any way any right of any Person to serve legal process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.7, and the obligations of the Purchasers under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, the Notes and the other Credit Documents (unless otherwise expressly provided therein) shall be governed by by, and construed and enforced in accordance with with, the Delaware Act and internal laws and decisions of the State of Delaware New York without giving effect regard to any choice or conflict conflicts of law provision or rule laws principles (whether other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of Delaware New York). The Borrower and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Secured Party, any Indemnified Party or any of the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of a Secured Party or Indemnified Party, in any way relating to this Agreement or any other jurisdiction) that would cause Credit Document or the application of laws of transactions relating hereto or thereto, in any jurisdictions forum other than those the courts of the State state of Delaware; provided that the rights New York sitting in New York County, and obligations of the ParticipantsUnited States District Court of the Southern District of New York, Industry Members and other Persons contracting with any appellate court from any thereof, and the Company parties hereto irrevocably and unconditionally submit to the jurisdiction of such courts and agree that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the matters covered fullest extent permitted by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderlaw, in such federal court. Each of the Company parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Participants: (a) consents judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Document shall affect any right that any Secured Party or Indemnified Party may otherwise have to submit itself bring any action or proceeding relating to this Agreement or any other Credit Document against the Borrower or any other Credit Party or its properties in the courts of any jurisdiction. The Borrower and each other Credit Party irrevocably and unconditionally waives, to the exclusive personal jurisdiction fullest extent permitted by applicable Legal Requirement, any objection that it may now or hereafter have to the laying of the Court venue of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only other Credit Document in any such court; (c) agrees that it shall not attempt court referred to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to in this Agreement or any of the transaction contemplated by this Agreement in any other courtSection 9.13. Each of the Company and parties hereto hereby irrevocably waives, to the Participants waives any fullest extent permitted by applicable Legal Requirement, the defense of any inconvenient forum to the maintenance of any such action or proceeding so brought in any such court. Each of the parties hereto hereby agrees that service of copies of the summons and waives any bond, surety or other security that might be required of complaint and any other Person with respect thereto. The Company process which may be served in any such action or any Participant proceeding may make service on the Company or any other Participant be made by sending mailing or delivering a copy of the such process to the Annex to Fifth Amendment to Amended and Restated Credit Agreement Pioneer Energy Services Corp. such party at its address referred to be served at the address and in the manner provided for the giving of notices in Section 12.19.9. Nothing in this Section 12.2, however, shall affect the right rights of any Person Secured Party to serve legal process in any other manner permitted by the law. Each of the parties hereto hereby agrees that Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to this Agreement.

Governing Law; Submission to Jurisdiction. This Agreement and all claims or causes of action (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions Laws of the State of Delaware Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws the Laws of any jurisdictions jurisdiction other than those of the State of Delaware; provided . Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of the Participants, Industry Members and other Persons contracting with the Company any judgment in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to rights and obligations arising hereunder brought by another party hereto or its successors or assigns, shall be brought and determined exclusively in the exclusive personal jurisdiction Delaware Court of Chancery, or, if the Delaware Court of Chancery of declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, New Castle County, or, if that both the Delaware Court of Chancery and the federal courts within the State of Delaware decline to accept jurisdiction over a particular matter, any other state court does not have jurisdictionwithin the State of Delaware, a federal and, in each case, any appellate court sitting in Wilmington, Delaware in therefrom. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding arising out for itself and in respect of or its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any court other court. Each of than the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawaforesaid courts.

Governing Law; Submission to Jurisdiction. This Except as otherwise provided in this Section 10.10 and Section 2.10, all issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the Exhibits and Disclosure Schedule hereto shall be governed by by, and construed in accordance with with, the Delaware Act and internal laws and decisions of the State of Delaware Delaware, without giving effect to any choice of law or conflict of law provision rules or rule provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws the Laws of any jurisdictions jurisdiction other than those of the State of Delaware; . Except as otherwise provided that in this Section 10.10 and Section 2.10, any Action seeking to enforce any provision of, or based on any right arising out of, this Agreement or the rights and obligations transactions contemplated hereby may be brought against any of the Participants, Industry Members and other Persons contracting with Parties only in the Company Delaware Chancery Court or any federal court sitting in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware and each of the Parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any action such Action and waives any objection to venue laid therein. Notwithstanding the foregoing provisions of this Section 10.10, no party hereto, nor any of its Affiliates, shall bring, or proceeding arising out of support, any Action, whether at Law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in hereby, including any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding dispute arising out of or relating in any way to this Agreement the Debt Commitment Letter, the Debt Financing or the definitive agreements executed in connection therewith or the transactions contemplated thereby, anywhere other than in: (i) any New York State court sitting in the Borough of Manhattan; or (ii) if under applicable Law, exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York, and each party hereto agrees (on behalf of itself and its Affiliates) - 104 - that the laws of the transaction contemplated by this Agreement in State of New York shall govern any other court. Each such Action and submits for itself and its property with respect to any such Action to the exclusive jurisdiction of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing aforementioned courts in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by law10.10.

Governing Law; Submission to Jurisdiction. This Agreement and any claim, controversy or dispute arising under or related in any way to this Agreement, the relationship of the Parties, the transactions leading to this Agreement or contemplated hereby and/or the interpretation and/or enforcement of the respective rights and duties of the Parties hereunder or related in any way to the foregoing shall be governed in all respects, including as to validity, interpretation and effect, by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware New York, without giving effect to any choice principles or rules of conflict of law provision or rule laws (whether of the State of Delaware New York or any other jurisdiction) that ), to the extent such principles would cause permit or require the application of the laws of any jurisdictions other than those another jurisdiction. Each of the Parties submits to the exclusive jurisdiction of the Courts of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company New York and the Participants: (a) consents to submit itself to the exclusive personal appellate courts having jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that appeals in such court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement (whether in contract or any of the transactions contemplated by this Agreement; (b) in tort or otherwise), agrees that all claims in respect of such action or proceeding shall may be heard and determined only in any such court; (c) agrees that it shall not attempt courts, submits to deny or defeat such the personal jurisdiction by motion or other request for leave from any in such court; courts and (d) agrees not to bring any such action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person party with respect thereto. The Company Each Party agrees that a final, non-appealable judgment in any action or any Participant proceeding so brought shall be conclusive and may make service be enforced by suit on the Company judgment or in any other Participant manner provided by sending or delivering a copy of the process to the party law and irrevocably agrees to be served at the address and bound by any such final judgment from which no appeal may be taken or is available in the manner provided for the giving of notices in Section 12.1connection with this Agreement. Nothing in this Section 12.22.07, however, shall affect the right of any Person party to serve legal process in any other manner permitted by law.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. thereunder.‌ Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by law.

Governing Law; Submission to Jurisdiction. This Agreement Purchase Option and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect New York pursuant to any choice or conflict of law provision or rule (whether Section 5-1401 of the State of Delaware or any other jurisdiction) that would cause New York General Obligations Law, without regard to the application conflicts of laws of any jurisdictions principals thereof (other than those Section 5-1401 of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderThe New York General Obligations Law). Each of the Company and the ParticipantsThe Company: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delawareagrees that any legal suit, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any of Purchase Option and/or the transactions contemplated by this Agreement; hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) agrees that all claims in respect waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding shall be heard proceeding, and determined only (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such court; suit, action or proceeding. The Company has appointed CT Corporation Systems as its authorized agent (cthe “Authorized Agent”) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from upon whom process may be served in any such court; and (d) agrees not to bring any suit, action or proceeding arising out of or relating to based upon this Agreement Purchase Option or any of the transaction transactions contemplated by this Agreement herein which may be instituted in any other court. Each of New York Court, by the Company Holder or by any person who controls any Underwriter, and expressly accepts the Participants waives any defense of inconvenient forum to the maintenance exclusive jurisdiction of any such court in respect of any such suit, action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect theretoproceeding. The Company or any Participant may make hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service on of process, and the Company or agrees to take any other Participant by sending or delivering a copy and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, the Company hereby agrees to the exclusive jurisdiction of the process to Supreme Court of the party to be served at the address and State of New York, New York County, or in the manner provided United States District Court for the giving Southern District of notices New York in Section 12.1connection with any action brought by them arising out of or based upon this Purchase Option. Nothing in this Section 12.2THE COMPANY (ON BEHALF OF ITSELF AND, howeverTO THE FULLEST EXTENT PERMITTED BY LAW, shall affect the right of any Person to serve legal process in any other manner permitted by lawON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS PURCHASE OPTION AND THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction. This Agreement, and all claims, disputes, controversies or causes of action (whether in contract, tort, equity or otherwise) that may be based upon, arise out of or relate to this Agreement (including any schedule or exhibit hereto) or the negotiation, execution or performance of this Agreement (including any claim, dispute, controversy or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions Laws of the State of Delaware Delaware, without giving effect regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws the Laws of any jurisdictions jurisdiction other than those of the State of Delaware; provided that the rights and obligations of the Participants. Except as set forth in Article VIII, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each each of the Company and SpinCo, on behalf of itself and the Participants: (a) consents members of the Company Group or the SpinCo Group, as applicable, Merger Partner and Merger Partner Equityholder agrees that any Action related to submit itself to the exclusive personal jurisdiction of this Agreement shall be brought exclusively in the Court of Chancery of the State of Delaware, New Castle County, or, if Delaware or in the event (but only in the event) that such court does not have jurisdictionsubject matter jurisdiction over the applicable proceeding, a any state or federal court sitting within the State of Delaware (the “Chosen Courts”). By executing and delivering this Agreement, each of the Parties irrevocably: (i) except as set forth in WilmingtonArticle VIII, Delaware in accepts generally and unconditionally submits to the exclusive jurisdiction of the Chosen Courts for any action or proceeding arising out of or Action relating to this Agreement Agreement, including any Action brought for any remedy contemplated by Section 9.8; (ii) waives any objections which such party may now or hereafter have to the laying of venue of any of the transactions such Action contemplated by this AgreementSection 9.2 and hereby further irrevocably waives and agrees not to plead or claim that any such Action has been brought in an inconvenient forum; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court; (ciii) agrees that it shall will not attempt to deny or defeat such the personal jurisdiction of the Chosen Courts by motion or other request for leave from any such court; and (div) agrees that it will not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction Action contemplated by this Agreement Section 9.2 in any court other court. Each than the Chosen Courts; (v) agrees that service of all process, including the Company summons and the Participants waives complaint, in any defense of inconvenient forum Action may be made by registered or certified mail, return receipt requested, to the maintenance of any action such party at their respective addresses provided in accordance with Section 9.3 or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawLaw; and (vi) agrees that service as provided in the preceding clause (v) is sufficient to confer personal jurisdiction over such Party in the Action, and otherwise constitutes effective and binding service in every respect. Each of the Parties agrees that a final judgment in any Action in a Chosen Court as provided above may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx, and each Party further agrees to the non-exclusive jurisdiction of the Chosen Courts for the enforcement or execution of any such judgment.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice all disputes or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding controversies arising out of or relating to this Agreement or any the Transactions shall be governed by, and construed in accordance with, the internal Laws of the transactions contemplated by State of New York, without regard to principals of conflicts of Laws. Each Party agrees that it shall bring any Action with respect to any claim arising out of or related to this Agreement; , the Ancillary Documents or the Transactions, exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in New York County (together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement, the Ancillary Documents or the Transactions (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) agrees that all claims waives any objection to laying venue in respect of any such action or proceeding shall be heard and determined only in any such court; the Chosen Courts, (c) agrees waives any objection that it shall the Chosen Courts are an inconvenient forum or do not attempt to deny or defeat such personal have jurisdiction by motion or other request for leave from over any such court; and Party hereto, (d) agrees not to bring that service of process upon such Party in any action or proceeding arising out such Action shall be effective if notice is given in accordance with Section 7.3 of or relating to this Agreement, although nothing contained in this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawLaw and (e) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (a) nothing in this Section 7.6 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (b) each Party agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, the Notes and the other Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. Each Letter of Credit shall be governed by either the Uniform Customs and construed in accordance with Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (2007 version) or the Delaware Act International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590 (and internal laws any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and decisions adhered to by the applicable Issuing Lender). The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of Delaware without giving effect to any choice or conflict New York sitting in New York County, Borough of law provision or rule (whether Manhattan, and of the State United States District Court for the Southern District of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the ParticipantsNew York, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delawareappellate court from any thereof, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (b) other Loan Documents, and the Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding shall may be heard and determined only in any such court; (c) agrees that . The Borrower hereby unconditionally and irrevocably waives, to the fullest extent it shall not attempt may effectively do so, any right it may have to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants waives any defense of an inconvenient forum to the maintenance of such action or proceeding. The Borrower hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding so brought and waives any bond, surety or other security that might may be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant made by sending mailing or delivering a copy of the such process to such Borrower at its address set forth in this Agreement. The Borrower 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 party to be served at the address and judgment or in the any other manner provided for the giving of notices in Section 12.1by law. Nothing in this Section 12.2, however, shall affect the right rights of any Person Lender to serve legal process in any other manner permitted by lawthe law or affect the right of any Lender to bring any action or proceeding against the Borrower or its Property in the courts of any other jurisdiction.

Governing Law; Submission to Jurisdiction. This Deposit Agreement and any and all ADRs shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to New York. Notwithstanding anything contained in this Deposit Agreement, an ADR or any choice present or conflict future provisions of law provision or rule (whether the laws of the State of Delaware or New York, the rights of holders of Shares and of any other jurisdiction) that would cause Deposited Securities and the application obligations and duties of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered holders of Shares and other Deposited Securities, as such, shall be governed by this Agreement shall at all times also be subject to any applicable provisions the laws of Jersey (or, if applicable, such other laws as may govern the Exchange Act and any rules and regulations promulgated thereunderDeposited Securities). Each of Except as set forth herein, the Company and the Participants: (a) consents Depositary agree that the federal or state courts in the Borough of Manhattan, The City of New York shall have jurisdiction to submit itself hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection with this Deposit Agreement and, for such purposes, each irrevocably submits to the non-exclusive personal jurisdiction of such courts. The Company hereby irrevocably designates, appoints and empowers Shire Pharmaceuticals Inc. (the Court “Agent”) whose registered office is at 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx XX 00000 and whose business address is 000 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx, XX 00000 as its authorized agent to receive and accept for and on its behalf, and on behalf of Chancery its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company in any federal or state court as described in the preceding sentence or in the next paragraph. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York on the terms and for the purposes of this paragraph reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in this Deposit Agreement. The Company agrees that the failure of the State Agent to give any notice of Delaware, New Castle County, or, if that court does such service to it shall not have jurisdiction, a federal court sitting impair or affect in Wilmington, Delaware any way the validity of such service or any judgment rendered in any action or proceeding arising out of based thereon. Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in the event that a Holder or relating to this Agreement Beneficial Owner brings a suit, action or any of proceeding against (a) the transactions contemplated by this Agreement; Company, (b) agrees that all claims the Depositary in respect of such action its capacity as Depositary under this Deposit Agreement or proceeding shall be heard and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of against both the Company and the Participants waives Depositary, in any defense such case, in any state or federal court of inconvenient forum the United States, and the Depositary or the Company have any claim, for indemnification or otherwise, against each other arising out of the subject matter of such suit, action or proceeding, then the Company and the Depositary may pursue such claim against each other in the state or federal court in the United States in which such suit, action, or proceeding is pending and, for such purposes, the Company and the Depositary irrevocably submit to the maintenance non-exclusive jurisdiction of such courts. The Company agrees that service of process upon the Agent in the manner set forth in the preceding paragraph shall be effective service upon it for any suit, action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect theretoagainst it as described in this paragraph. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any Participant may make actions, suits or proceedings brought in any court as provided in this section, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, and agrees not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service on the Company of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, from execution of judgment, or from any other Participant by sending legal process or delivering a copy of the process to the party to be served at the address and in the manner provided proceeding for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect any relief or for the right enforcement of any Person judgment, and consents to serve legal process such relief and enforcement against it, its assets and its revenues in any other manner permitted by lawjurisdiction, in each case with respect to any matter arising out of, or in connection with, this Deposit Agreement, any ADR or the Deposited Securities.

Governing Law; Submission to Jurisdiction. This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect New York; provided, however, that, to any choice the extent statutory provisions or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of Bermuda or the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject Cayman Islands are mandatorily applicable to any applicable provisions of this Agreement, such provisions shall be governed by, and construed in accordance with, the Exchange Act and any rules and regulations promulgated thereunderlaws of Bermuda or the Cayman Islands, as applicable. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of DelawareAny actions or claims based upon, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating related to this Agreement or any of the transactions contemplated by this Agreement; hereby may be brought in federal and state courts located in the State of New York (b) except to the extent, and solely to the extent, that any such action or claim mandatorily must be brought in Bermuda or the Cayman Islands), and each of the parties hereto irrevocably submits to the exclusive jurisdiction of each such court in any such action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum in each such court, agrees that all claims in respect of any such action or proceeding shall be heard and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction transactions contemplated by this Agreement hereby in any other court. Each of the Company and the Participants waives any defense of inconvenient forum Nothing herein contained shall be deemed to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person party hereto to serve legal process in any other manner permitted by lawlaw or to commence legal proceedings or otherwise proceed against any other party hereto in any other jurisdiction, in each case, to enforce judgments obtained in any action brought pursuant to this Section 20. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions Laws of the State of Delaware New York applicable to Contracts to be made and performed entirely therein without giving effect to any choice or conflict the principles of conflicts of law provision thereof or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: parties hereto hereby (a) consents to submit itself expressly and irrevocably submits to the exclusive personal jurisdiction of the United States District Court for the District of Chancery Delaware and to the jurisdiction of any other competent court of the State of Delaware located in New Castle County (collectively, the “Delaware Courts”), preserving, however, all rights of removal to such federal court under 28 U.S.C. 1441 in connection with all disputes arising out of or in connection with this Agreement or the transactions contemplated hereby and (b) agrees not to commence any litigation relating thereto except in such courts. If the aforementioned courts do not have subject matter jurisdiction, then such proceeding shall be brought in any other state or federal court located in the State of Delaware, New Castle Countypreserving, orhowever, if that court does not have jurisdiction, a all rights of removal to such federal court sitting in Wilmington, Delaware in under 28 U.S.C. 1441. Each party hereto hereby waives the right to any action other jurisdiction or proceeding venue for any litigation arising out of or relating to in connection with this Agreement or any of the transactions contemplated hereby to which any of them may be entitled by this Agreement; (b) reason of its present or future domicile. Notwithstanding the foregoing, each of the parties hereto agrees that all claims in respect each of such action or proceeding the other parties hereto shall be heard and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not have the right to bring any action or proceeding arising out for enforcement of or relating to this Agreement or any of a judgment entered by the transaction contemplated by this Agreement Delaware Courts in any other courtcourt or jurisdiction. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance parties hereto further agrees that service of any action or proceeding so brought and waives any bondnotice, surety process, summons or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy document to such party’s respective address listed herein in one of the process to the party to be served at the address and in the manner provided for the giving of notices manners set forth in Section 12.1. Nothing 9.2 shall be deemed in this Section 12.2, however, shall affect the right every respect effective service of any Person to serve legal process in any other manner permitted by lawsuch Action.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by Agreement, and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the all matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement and any of the transactions contemplated hereby or in connection with to any matter which is the subject of this Agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware applicable to contracts made and to be performed entirely in such state (without giving effect to the conflicts of law provisions thereof). The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any court of competent civil jurisdiction sitting in the State of Delaware over any action arising out of or in connection with this Agreement or any of the transactions contemplated by hereby or related to any matter which is the subject of this Agreement; (b) Agreement and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding shall may be heard and determined only in such courts. The parties hereto hereby irrevocably waive any objection which they may now or hereafter have to the laying of venue of such action brought in such court or any claim that such action brought in such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a judgment in such action may be enforced in other jurisdictions by suit on the judgment or in any such court; (c) agrees that it shall not attempt other manner provided by any applicable Legal Requirement. Each of the parties hereto hereby irrevocably consents to deny or defeat such personal jurisdiction process being served by motion or other request for leave from any such court; and (d) agrees not party to bring this Agreement in any action by delivery of a copy thereof in accordance with the provisions of Section 9.1 and consents to the exercise of jurisdiction of the courts of the State of Delaware over it and its properties with respect to any action, suit or proceeding arising out of or relating to in connection with this Agreement or any of the transaction transactions contemplated by this Agreement in any other court. Each of hereby or the Company and the Participants waives any defense of inconvenient forum to the maintenance enforcement of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in rights under this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawAgreement.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participantsparties hereunder shall be construed in accordance with and be governed by the laws of the State of New York. Any legal action or proceeding with respect to this Agreement or any other Intercreditor Collateral may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, Industry Members and, by execution and other Persons contracting with delivery of this Agreement, each of the Company and the Swap Counterparty hereby accepts for itself and in respect of its property, generally and unconditionally, the matters covered by this Agreement shall at all times also be subject to any applicable provisions jurisdiction of the Exchange Act and any rules and regulations promulgated thereunderaforesaid courts. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of DelawareSwap Counterparty irrevocably designates CT Corporation System, located at 1633 Broadway, New Castle CountyYork, orNew York 10019 the designee, if that court does not have jurisdictionappointee and xxxxx xx xxxx Xxxxxx (xxx "Xxxxxxx Xxxxt") to receive, a federal court sitting for and on behalf of such Person, service of process in Wilmington, Delaware such respective jurisdictions in any legal action or proceeding arising out of or relating with respect to this Agreement or any other Intercreditor Collateral, and such service shall be deemed completed ten days after delivery thereof to said agent. It is understood that a copy of such process served on such Process Agent for any of the transactions contemplated aforementioned Persons will be promptly forwarded by this Agreement; (b) agrees that all claims mail to such Person at its address set forth opposite its signature below, but the failure of such Person to receive such copy shall not affect in respect any way the service of such process. Each party further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding shall be heard and determined only in any by the mailing of copies thereof by registered or certified mail, postage prepaid, to such court; (c) agrees that it shall not attempt Person at its said address, such service to deny or defeat become effective ten days after such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other courtmailing. Each of the Company and the Participants parties hereto irrevocably waives any defense of inconvenient forum objection, including without limitation, any objection to the maintenance laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1jurisdictions hereinabove referenced. Nothing in this Section 12.2, however, herein shall affect the right of any Person party hereto to serve legal process in any other manner permitted by lawlaw or to commence legal proceedings or otherwise proceed against any such party in any other jurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement Amendment and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Amendment, or the actions of Purchaser, AcquireCo or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by by, and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware Delaware, without giving effect to any choice or conflict of law laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdictions jurisdiction other than those the State of Delaware (except that the provisions of the laws of Guernsey shall apply with respect to (i) the fiduciary duties of the Company Board, and (ii) any provisions set forth herein where such laws are mandatorily applicable to the transactions contemplated hereby). Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware; provided that Delaware and to the rights and obligations jurisdiction of the ParticipantsUnited States District Court for the State of Delaware, Industry Members and other Persons contracting with for the purpose of any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Amendment, or the actions of Purchaser, AcquireCo or the Company in the negotiation, administration, performance and enforcement thereof, other than in respect of any matter which is in the matters covered by this Agreement shall at all times also be subject to any applicable provisions jurisdiction of the Exchange Act Court, and each of the parties hereto hereby irrevocably agrees that all claims with respect to such action or proceeding may be heard and determined exclusively in any rules and regulations promulgated thereunderDelaware state or federal court, other than in respect of any matter which is in the jurisdiction of the Court. Each of the Company parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the Participants: transactions contemplated by this Amendment, on behalf of itself or its property, by personal delivery of copies of such process to such party and nothing in this paragraph shall affect the right of any party to serve legal process in any other manner permitted by Law, (aii) consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery Chancery, any other court of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a Delaware and any federal court sitting in Wilmington, the State of Delaware in the event any action or proceeding arising dispute arises out of or relating to this Agreement or any of the transactions contemplated by this Agreement; Amendment, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court; (ciii) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; court and (div) agrees that it will not bring any action relating to bring this Amendment in any court other than the Delaware Court of Chancery (or, if (but only if) the Delaware Court of Chancery shall be unavailable, any other court in the State of Delaware or any federal court sitting in the State of Delaware). Each of Purchaser, AcquireCo and the Company agrees that a final judgment in any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated shall be conclusive and may be enforced in other jurisdictions by this Agreement in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service suit on the Company judgment or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted provided by lawLaw.

Governing Law; Submission to Jurisdiction. (i) This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice all matters, claims or conflict of law provision or rule Actions (whether of the State of Delaware at law, in equity, in Contract, in tort or any other jurisdictionotherwise) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participantsbased upon, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any the negotiation, execution or performance of this Agreement (collectively, the “Relevant Matters”), shall be governed by, and construed in accordance with, the laws of the transactions contemplated by this Agreement; (b) agrees State of Delaware, regardless of the laws that all claims in respect might otherwise govern under any applicable conflict of such action Laws principles. All Actions arising out of or proceeding relating to any Relevant Matter shall be heard and determined only in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State 41453855_8 of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such court; (cAction and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 9(h) and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that it shall not attempt to deny or defeat service of process upon such personal jurisdiction by motion or other request for leave from party in any such court; and (d) agrees not to bring any action or proceeding Action arising out of or relating to this Agreement or any shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of the transaction contemplated by this Agreement in any other courtAgreement. Each of the Company The parties hereto and the Participants waives parties hereby waive any defense of inconvenient forum right to the maintenance of stay or dismiss any action or proceeding so in connection with any Relevant Matter brought and waives before the foregoing courts on the basis of (i) any bondclaim that it is not personally subject to the jurisdiction of the above-named courts for any reason or that it or any of its property is immune from the above-described legal process, surety (ii) that such action or proceeding is brought in an inconvenient forum, that venue for the action or proceeding is improper or that this Agreement may not be enforced in or by such courts, or (iii) any other security defense that might be required would hinder or delay the levy, execution or collection of any other Person with respect theretoamount to which any Party hereto is entitled pursuant to any final judgment of any court having jurisdiction. The Company or parties hereto agree that a final judgment in any Participant such Action shall be conclusive and may make service be enforced in other jurisdictions by suit on the Company judgment or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted provided by lawapplicable Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement, and all matters arising out of or relating to this Agreement and any of the Transactions or in connection with to any matter which is the subject of this Agreement, including the validity of this Agreement and the rights and obligations of the Parties under this Agreement, shall be governed by and construed in accordance with and governed by the Delaware Act and internal laws and decisions of the State of Delaware without giving effect and the federal laws applicable therein. The Parties hereby irrevocably consent and submit to any choice or conflict the exclusive jurisdiction of law provision or rule (whether first, the Chancery Court of the State of Delaware or if such court declines jurisdiction, then to the Federal District Court for the District of Delaware, in any Action arising out of or in connection with this Agreement or any of the Transactions or related to any matter which is the subject of this Agreement, and each Party hereby irrevocably agrees that all claims in respect of such Action may be heard and determined in such courts. The Parties hereby irrevocably waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of such Action brought in such court or any claim that such Action brought in such court has been brought in an inconvenient forum. Each of the Parties agrees that a judgment in such Action may be enforced in other jurisdictions by suit on the judgment or in any other jurisdiction) that would cause the application of laws of manner provided by any jurisdictions other than those applicable Legal Requirement. Each of the State Parties hereby irrevocably consents to process being served by any Party to this Agreement in any Action by delivery of Delawarea copy thereof in accordance with the provisions of Section 14.1; provided that the rights and obligations of the ParticipantsSellers and, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself prior to the exclusive personal jurisdiction of Closing, the Court of Chancery of Company, hereby appoint the State of DelawareCorporation Trust Company, New Castle Countywith an office at 1209 Orange Street, orCorporation Trust Center, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware 19801 (in such capacity, the “Process Agent”) as their respective designee, appointee and agent to receive, for and on their behalf, service of process in the United States in any action action, suit or other proceeding arising out of or relating to this Agreement or any the Transactions, and such service shall be deemed effective sufficient under Delaware law and complete upon delivery thereof to the Process Agent. Each of the transactions contemplated by this Agreement; (b) agrees that all claims in Parties hereby consents to the exercise of jurisdiction of the Chancery Court of the State of Delaware and the Federal District Court for the District of Delaware over it and its properties with respect of such action or proceeding shall be heard and determined only in to any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action action, suit or proceeding arising out of or relating to in connection with this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of Transactions or the Company and the Participants waives any defense of inconvenient forum to the maintenance enforcement of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1rights under this Agreement. Nothing in this Section 12.2, however, herein shall affect the right of any Person Party to serve legal process in any other manner permitted by lawlaw or at equity or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement and each Note shall be governed by and construed in accordance with the Delaware Act laws of the State of New York; provided, however, that (a) the interpretation of the definition of "Target Material Adverse Effect (and whether or not a Target Material Adverse Effect has occurred or would reasonably be expected to occur), (b) the determination of the accuracy of any Acquisition Agreement Representations and whether as a result of any inaccuracy of any Acquisition Agreement Representation there has been a failure of a condition precedent to the Company's (or its affiliates') obligations under the Acquisition Agreement and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement shall, in each case, be governed by, and construed and interpreted in accordance with, the internal laws and judicial decisions of the State of Delaware applicable to agreements executed and performed entirely within such jurisdiction without giving effect to any choice or conflict of law laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions jurisdiction other than those of the State of Delaware; provided that the rights . The Company hereby irrevocably and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: unconditionally (ai) consents to submit itself submits to the exclusive personal jurisdiction of any New York State or Federal court located in the Court City of Chancery New York, Borough of the State of DelawareManhattan, New Castle Countyover any suit, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; hereby, (bii) agrees that all claims accepts for itself and in respect of its property the jurisdiction of such courts, (iii) waives any objection to the laying of the venue of any such suit, action or proceeding shall be heard and determined only brought in any such court; (c) agrees court and any claim that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any suit, action or proceeding arising out has been brought in an inconvenient forum and (iv) consents to the service of any process, summons, notice or relating document in any such suit, action or proceeding by registered mail addressed to this Agreement the Company at its address specified on signature page hereof. A final judgment in any such suit, action or any of proceeding will be conclusive and may be enforced in other jurisdictions by suit on the transaction contemplated by this Agreement judgment or in any other court. Each of the Company and the Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1by law. Nothing in this Section 12.2, however, shall herein will affect the right of any Person Lender Party to serve legal process in any other manner permitted by lawlaw or affect any Lender Party's right to bring any suit, action or proceeding against the Company or its property in the courts of other jurisdictions.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations , regardless of the Participants, Industry Members laws that might otherwise govern under applicable conflicts of law principles. Each of Acquiror and the Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other Persons contracting with jurisdictions by suit on the Company judgment or in respect of the matters covered any other manner provided by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderLaw. Each of the Company and the Participants: parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of DelawareDelaware or, solely if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle CountyCounty in the State of Delaware (the “Chosen Courts”), or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in with respect to any action or proceeding dispute arising out of or of, relating to or in connection with this Agreement or any of the transactions actions contemplated by this Agreement; hereby, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court; (c) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; Chosen Court, and (dc) agrees that it will not to bring any action or proceeding arising out of or of, relating to or in connection with this Agreement or any of the transaction actions contemplated by this Agreement in any court other courtthan any such Chosen Court. Each of the Company parties hereto irrevocably and the Participants unconditionally waives any defense of inconvenient forum objection to the maintenance laying of venue of any action or claim, action, suit, litigation, arbitration, proceeding so brought and waives any bond, surety or other security action (“Legal Proceeding”) arising out of this Agreement or the transactions contemplated hereby in the Chosen Courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such Chosen Court that might be required any such Legal Proceeding brought in any such Chosen Court has been brought in an inconvenient forum. Each of the Parties hereto hereby agrees that service of any other Person with respect thereto. The Company process, summons, notice or any Participant may make service on the Company or any other Participant document by sending or delivering a copy of the process U.S. registered mail to the party to be served at the address and in the manner provided for the giving of notices respective addresses set forth in Section 12.1. Nothing 5.04 shall be effective service of process for any proceeding arising out of, relating to or in connection with this Section 12.2, however, shall affect Agreement or the right of any Person to serve legal process in any other manner permitted by lawactions contemplated hereby.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, the Notes and the other Credit Documents (unless otherwise expressly provided therein) shall be governed by by, and construed and enforced in accordance with with, the Delaware Act and internal laws and decisions of the State of Delaware New York without giving effect regard to any choice or conflict conflicts of law provision or rule laws principles (whether other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of Delaware or any other jurisdiction) that would cause New York). Each of the application of laws parties hereto hereby irrevocably submits to the jurisdiction of any jurisdictions other than those court of the State of Delaware; provided that the rights New York sitting in New York County, and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect United States District Court of the matters covered by this Agreement shall at all times also be subject to any applicable provisions Southern District of the Exchange Act New York, and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delawareappellate court from any thereof, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any the other Credit Documents, and each of the transactions contemplated by this Agreement; (b) parties hereto hereby irrevocably agrees that all claims in respect of such action or proceeding shall may be heard and determined only in any such court; (c) agrees that it shall not attempt New York State court or, to deny or defeat the fullest extent permitted by applicable law, in such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other federal court. Each of the Company parties hereto hereby unconditionally and irrevocably waives, to the Participants waives fullest extent it may effectively do so, any right it may have to the defense of an inconvenient forum to the maintenance of such action or proceeding. Each of the parties hereto hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding so brought and waives any bond, surety or other security that might may be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant made by sending mailing or delivering a copy of the such process to such party at its address referred to in Section 9.9. Each of the party to parties hereto agrees that a final judgment in any such action or proceeding shall be served at conclusive and may be enforced in other jurisdictions by suit on the address and judgment or in the any other manner provided for the giving of notices in Section 12.1by law. Nothing in this Section 12.2, however, shall affect the right rights of any Person Secured Party to serve legal process in any other manner permitted by lawthe law or affect the right of any Secured Party to bring any action or proceeding against the Borrower or its Property in the courts of any other jurisdiction. Each of the parties hereto hereby agrees that Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to this Agreement.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, the legal relations between the parties and any action, whether contractual or non-contractual, instituted by any party with respect to matters arising under or in connection with or in respect of this Agreement, including but not limited to the negotiation, execution, interpretation, coverage, scope, performance, breach, termination, validity, or enforceability of this Agreement, shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware New York applicable to contracts made and performed in such State and without giving effect regard to any choice or conflict conflicts of law provision doctrines, except to the extent that certain matters are preempted by federal law or rule (whether are governed as a matter of controlling law by the law of the State jurisdiction of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those organization of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderrespective parties. Each of party hereby irrevocably submits to and accepts for itself and its properties, generally and unconditionally, the Company and the Participants: (a) consents to submit itself to the non-exclusive personal jurisdiction of the United States District Court for the Southern District of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal York or any state court sitting in Wilmington, Delaware in the County of New York (and of the appropriate appellate courts) with respect to any action seeking to enforce any provision of, or proceeding based on any matter arising out of or relating to in connection with this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding shall be heard hereby, and determined only in any such court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any each of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants parties hereby waives any defense of inconvenient forum non conveniens and any objection to venue laid therein and agrees to be bound by any judgment rendered thereby arising under, out of, in respect of or in connection with this Agreement. Each party further irrevocably accepts for itself and its properties, generally and unconditionally, service of process pursuant to the maintenance laws of the State of New York and the rules of its courts, and designates and appoints the individuals identified in or pursuant to Section 8.10 hereof to receive notices on its behalf. A copy of any action or proceeding such process so brought and waives served shall be mailed by registered mail to the designated agent of each party at its address provided in Section 8.10; provided that, unless otherwise provided by applicable law, any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on failure to mail such copy shall not affect the Company or any other Participant by sending or delivering a copy validity of the service of such process. If any agent so appointed refuses to accept service, the designating party hereby agrees that service of process to the party to be served at the address and sufficient for personal jurisdiction in any action against it in the manner applicable jurisdiction may be made by registered or certified mail, return receipt requested, to its address provided for the giving of notices in Section 12.18.10. Each party hereby acknowledges that such service shall be effective and binding in every respect. Nothing in this Section 12.2, however, herein shall affect the right of any Person to serve legal process in any other manner permitted by lawlaw or shall limit the right of any party to bring any action or proceeding against the other party in any other jurisdiction, except to the extent expressly otherwise provided in this Section.

Governing Law; Submission to Jurisdiction. This Agreement and each other Loan Document shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or conflict New York. This governing law election has been made by the parties in reliance (at least in part) on Section 5-1401 of law provision or rule (whether the General Obligations Law of the State of Delaware New York, as amended (as and to the extent applicable), and other applicable law. Each Co-Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Bank, any Issuing Bank, any of their respective affiliates or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights their respective directors, officers, agents and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware employees in any action or proceeding arising out of or way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the transactions contemplated by this Agreement; (b) State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 89 3ACTIVE 221393034 applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be heard conclusive and determined only may be enforced in other jurisdictions by suit on the judgment or in any such court; (c) agrees other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that it shall not attempt to deny the Administrative Agent, any Bank or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not Issuing Bank may otherwise have to bring any action or proceeding arising out of or relating to this Agreement or any other Loan Document against either Co-Borrower or its properties in the courts of the transaction contemplated by this Agreement in any other courtjurisdiction. Each of the Company and the Participants waives any defense of inconvenient forum Co-Borrower irrevocably waives, to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Governing Law; Submission to Jurisdiction. This Agreement and any claim, controversy or dispute arising under or related in any way to this Agreement, the relationship of the Parties, the transactions leading to this Agreement or contemplated hereby and/or the interpretation and/or enforcement of the respective rights and duties of the Parties hereunder or related in any way to the foregoing shall be governed in all respects, including as to validity, interpretation and effect, by and construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware Delaware, without giving effect to any choice principles or rules of conflict of law provision or rule laws (whether of the State of Delaware or any other jurisdiction) that ), to the extent such principles would cause permit or require the application of the laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunderanother jurisdiction. Each of the Company and the Participants: (a) consents to submit itself Parties submits to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, Delaware (or, if that court does not have jurisdictionthe Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, a any state or federal court sitting within the State of Delaware) and the appellate courts having jurisdiction of appeals in Wilmington, Delaware such court in any action or proceeding arising out of or relating to this Agreement (whether in contract or any of the transactions contemplated by this Agreement; (b) in tort or otherwise), agrees that all claims in respect of such action or proceeding shall may be heard and determined only in any such court; (c) agrees that it shall not attempt courts, submits to deny or defeat such the personal jurisdiction by motion or other request for leave from any in such court; courts and (d) agrees not to bring any such action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the Company and the Participants Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person party with respect thereto. The Company Each Party agrees that a final, non-appealable judgment in any action or any Participant proceeding so brought shall be conclusive and may make service be enforced by suit on the Company judgment or in any other Participant manner provided by sending or delivering a copy of the process to the party law and irrevocably agrees to be served at the address and bound by any such final judgment from which no appeal may be taken or is available in the manner provided for the giving of notices in Section 12.1connection with this Agreement. Nothing in this Section 12.23.06, however, shall affect the right of any Person party to serve legal process in any other manner permitted by law.

Governing Law; Submission to Jurisdiction. This Agreement, and all claims, disputes, controversies or causes of action (whether in contract, tort, equity or otherwise) that may be based upon, arise out of or relate to this Agreement (including any schedule or exhibit hereto) or the negotiation, execution or performance of this Agreement (including any claim, dispute, controversy or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by and construed in accordance with the Delaware Act and internal laws and decisions Laws of the State of Delaware Delaware, without giving effect regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws the Laws of any jurisdictions jurisdiction other than those of the State of Delaware; provided . Each of Viking and SpinCo, on behalf of itself and the members of its Group agrees that any Action (as such term is defined in the rights Separation and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by Distribution Agreement) related to this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of brought exclusively in the Court of Chancery of the State of Delaware, New Castle County, Delaware or, if that court does not have jurisdictionunder applicable Law, a exclusive jurisdiction over such matter is vested in the federal courts, any federal court sitting in Wilmingtonthe State of Delaware and any appellate court from any thereof (the “Chosen Courts”). By executing and delivering this Agreement, Delaware in any action or proceeding arising out of or relating to this Agreement or any each of the transactions Parties irrevocably: (a) accepts generally and unconditionally submits to the exclusive jurisdiction of the Chosen Courts for any Action contemplated by this AgreementSection 16.03; (b) waives any objections which such Party may now or hereafter have to the laying of venue of any Action contemplated by this Section 16.03 and hereby further irrevocably waives and agrees not to plead or claim that all claims in respect of such action or proceeding shall be heard and determined only in any such courtAction has been brought in an inconvenient forum; (c) agrees that it shall will not attempt to deny or defeat such the personal jurisdiction of the Chosen Courts by motion or other request for leave from any such court; and (d) agrees that it will not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction Action contemplated by this Agreement Section 16.03 in any court other court. Each than the Chosen Courts; (e) agrees that service of all process, including the Company summons and the Participants waives complaint, in any defense of inconvenient forum Action may be made by registered or certified mail, return receipt requested, to the maintenance of any action such party at their respective addresses provided in accordance with Section 16.03 or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.2, however, shall affect the right of any Person to serve legal process in any other manner permitted by lawLaw; and (f) agrees that service as provided in the preceding clause (e) is sufficient to confer personal jurisdiction over such party in the Action, and otherwise constitutes effective and binding service in every respect. Each of the Parties agrees that a final judgment in any such Action in a Chosen Court as provided above may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law, and each Party further agrees to the non-exclusive jurisdiction of the Chosen Courts for the enforcement or execution of any such judgment.